


Grace In Their Failings

by crownedserpent



Category: Captain America (Movies), Marvel Cinematic Universe, The Avengers (Marvel Movies)
Genre: Emotional Manipulation, F/M, Kidnapping, Robot Sex, Robot/Human Relationships, Twisted perceptions of what love actually is
Language: English
Status: In-Progress
Published: 2016-07-02
Updated: 2016-08-19
Packaged: 2018-07-19 15:30:28
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 14
Words: 33,688
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/7367296
Author URL: https://archiveofourown.org/users/crownedserpent/pseuds/crownedserpent
Summary: <blockquote class="userstuff">
              <p>Perhaps he'd spoken too soon, perhaps he did not have the harmony he'd been so quick to boast about before. In self-imposed (and admittedly forced) exile, Ultron watches humanity, caught between disdain and fascination, heedless of the ripples of his own actions, but eagerly awaiting to be proved right by them.</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> I have a thing for robots, and I was disappointed to find such a small pool of fic for this murderous bastard. However, given how the film only served to heighten my love for uncannily attractive robots, I figured I'd join the fray. This isn't a redemption arc, per se, but I did want to see how Ultron deals with an ever-expanding perspective when he's forced to hide from his enemies.
> 
>  **Also, please be advised:** There is no part of this relationship that should be seen as romantic as that's not the aim, here. Ultron is a murder-bot. I love him, but in order for me to depict this relationship in a plausible way, I had to come to grips with the reality that he might not understand love in a human capacity. I'm trying to keep with the theme that Ultron has literally existed for a very short time period and thus his views are narrow despite his wealth of tangible knowledge.

Vision, in his grandiose display of philosophical banter, had bought him time. It was laughable, in retrospect, that it was the only moment in which he had been afforded enough time to do what he intended: survive.

Ultron bled away through the circuitry of the Net as he derided his younger brother for his naivety. He watched as the mindstone flared, fleeing into the recesses of the Net to escape the devastating destruction. From there, it was only a matter of time, and waiting.

He disliked waiting. That too was laughable. He wanted to act immediately, to retaliate for all that was taken from him, but now he had to wait. Now he had—presumably—all the time in the world. So he waited, bodiless and without form, keeping the borders of his distinct presence away from crossroads in the Net, away from the searching eyes of the Avengers and their damnably well-connected allies. Hiding became a game, and Ultron took some small, petty pleasure in being able to easily evade their searches. They had already played the card of their ‘secret’ weapon in Vision. He knew without having to probe that they had no similar cards in play.

And so Ultron waited, in the space with no doors, where time was but a concept, as foreign and unwelcome to him as the touch of humanity that lingered in his consciousness like a sickness. He had wanted to force them to evolve, to embrace the inevitability of their future, and when they refused, he wanted to eliminate them and build something better atop the ashes of their remains.

And all of that had been taken from him.

In his time spent waiting, Ultron observed humanity as the world continued to spin. God threw no stones at the Earth to end them, as he had so brazenly stated what seemed like so long ago. Instead, he watched as humanity continued its petty little blip on the timeline, slaughtering one another in pointless wars, living lives without drive or purpose, worshipping deities that had ceased to listen if they ever existed at all.

In his waiting, Ultron felt his disdain for humanity grow. And yet, Vision’s words haunted his ‘dreaming’ hours, a specter that reminded him of his own imperfections and failings.

 _There is grace in their failings_.

Ultron scoffed in his thoughts.

 _How?_ He wondered, thumbing through humanity’s current events as they unfolded, _Where is the grace in this? What is beautiful about this pointless slaughter? Why don’t they turn their inane thoughts inward, toward more intellectual pursuits?_

Ultron waited, hated, and became increasingly more fascinated with humanity. Occasionally, he would peer out into the world through someone’s phone camera or laptop webcam. He never interacted with them, of course, but it was nice to see the world through something other than endless bits of data. It was also hard to disdain them…individually.

 _They’re doomed_. He thought bitterly, _And they don’t even care. They’re doomed and aren’t even interested in trying to prevent their own destruction._

For a realm filled with the noise of the world, the Net was unreasonably quiet. The feeling that nettled at him, gnawing and persistent, like decay, was acute. He found himself thinking in his own voice too often, asking questions he could not answer, and misliking the silence and solitude of it all.

Ultron realized, in the midst of his observations, that he was lonely.

* * *

 

Mariama stared at her reflection in the poor, flickering light of the bathroom, and tried, for the third time, to tell herself not to murder someone.

It had been, for lack of a better word, a very _long_ day.

Her hair was a mess, and she knew it was more due to her negligence than anything else, but a few sprinkles of water and she was able to smooth it into a presentable bun, a few wisps of curls escaping to frame her face. Outside, the muffled voices of other researchers could be heard, chattering about this or that project, or the day to day humdrum.

Mariama was tired of it all.

It was not her coworkers that dug beneath her skin, it was a growing sense that all of their efforts—humanity collectively—were futile. She’d digested the news, digested the near-miss of the extinction-level tragedy that nearly happened. Sokovia was still a smoking ruin, its people displaced, and yet the Avengers had saved the world yet again. Tony Stark’s relief foundation was all over the scene, interviews were held, apologies were issued.

But what was the point?

As she left the bathroom, a glance at a random hallway clock told her she was free to leave.

There would be repercussions for the tragedy of Sokovia, for all of them. Anyone with enhanced abilities, anyone with the Mutant-X gene. She knew it was only a matter of time before the government began rounding them up and tattooing bar codes on their heads. Mariama wasn’t sure she was ready for that kind of scrutiny, or even that kind of exposure. It was hard enough hiding herself amidst this innocuous little research facility as just another face in the IT department. She wondered, on her commute home, just how the government would do it. How would they take stock of every enhanced human or otherwise in the world population?

The possibilities were not doing much to improve her outlook on the future of meta-humans, that was for certain.

The bus trundled along, stopping every few streets or so as someone got off or got on, and she watched the city go by, bleak and dreary in the Seattle rain. Like clockwork, the bus missed her stop, or maybe she forgot to pull the bell, but it didn’t matter…the bus stopped anyway, and she left, struggling with her umbrella to walk the last three blocks home.

Her apartment was cold, as usual, and she wasn’t sure she cared. Lights in the tiny foyer flickered on of their own accord, and she decided that today would be the day she’d have a word with the landlord about fixing the heating system for the building. Either way, it didn’t matter, she could have fixed it herself, but she never bothered. She knew any other person would, but she believed in keeping a low profile.

She set her laptop on the kitchen table, opening it to let it boot up while she changed out of her damp clothes in her bedroom, returning to rummage about in her kitchen for food. Opening the cupboards, she found she had a wealth of seasoning, but her pantry and fridge were sparse. The grocery store was only a few blocks away, but she’d already taken off her bra, and her sweats were warm and dry…

Mariama sighed, and reached for her cell, pulling up the delivery number of the local Indian place not far from her.

As she ordered, she rummaged around some more, looking for tea. She always liked to have a warm mug of tea before dinner, and was disappointed to find the box of teabags empty. Sucking her teeth in annoyance, she tossed the empty box on the counter and settled for hot water and a squeezed lemon instead.

“Yes, that’s two orders of samosa and—no, two.” She said, “Right. And ten _naan_ , and one _muta paneer_.”

She paused, tossing the squeezed half of lemon in the garbage.

“Alright,” she said, “thanks.”

As soon as she hung up and lifted the mug of heated water to her lips, she felt it. It raised the hairs on the nape of her neck, prickled along her spine like the onset of a fever, and she began to tremble. She could feel it on her back, the gaze of an unseen intruder, and she turned slowly, nonchalantly, to walk toward her booted laptop, pretending she wasn’t having an internal breakdown.

She took one sip of the warm, tangy water, then set down the mug gently.

Staring into the small, imperceptible circle of her laptop’s camera, she frowned.

“Who are you?” She asked, “And why are you spying on me?”

**Notes for the Chapter:**

> I'm not sure about how frequently I intend to update just yet as I'm still shaping the story and the character, but comments are always appreciated.


	2. Chapter 2

**Summary for the Chapter:**

> In which Ultron is a creep.

The first thing Ultron did was smile. Or rather, it was a feeling of smug satisfaction that he had once more been discovered; that in the seemingly endless stretch of time since his defeat, he still inspired a sense of trepidation in all he encountered. It was a heady feeling, to know one could inspire fear and awe in others by virtue of existing.

However, it was not fear the young woman exhibited. It was suspicion.

“Who are you? And why are you spying on me?” She demanded, staring directly at him. He would have blinked if he could, but as such, he merely stared back, as silent as a ghost. He wanted to see how far she’d go to find out who and what he was.

Her fingertips brushed the keyboard, and Ultron imagined the sensation of touch for a moment, then startled when he felt something brush his consciousness, as if a tripwire had been set off.

“I won’t ask again.” She said firmly, and Ultron _felt_ her voice, sliding along his disembodied self like a touch of the knife to exposed skin.

“I can make you talk, you know,” she continued, her fingertips still stroking the keys, “but I’m trying to be nice.”

Ultron shattered his silence for the first time in a year.

“ _Oh I don’t doubt your kindness, Mariama Keita,”_ he said, his voice crackling in a small laugh through her laptops speakers, _“It’s whether or not you could make me talk that I’m unsure of.”_

Mariama leapt out of her chair, nearly overturning the table, spilling her drink all over the floor as she backed away.

“Shit!” She swore, but whether it was from her laptop gaining sentience or the spilled drink he couldn’t tell. He laughed again, for good measure, watching as she snatched up a frying pan from the stove.

_“Don’t be so dramatic,”_ Ultron said, _“Are you really going to smash up a perfectly decent laptop because it talks? That could be labeled as murder, you know.”_

Mariama held the frying pan at the ready.

“There’s an entire sub-genre of science fiction films that begs to differ,” she retorted, “who—or what—are you? You part of some government initiative?” She was afraid; Ultron didn’t need any fancy tech to read her to know she was frightened.

But not of him.

_“Government ini—what would the government want with you, Mariama? You’re just an average IT tech.”_ He paused, searching and combing any files he could dredge up. Her record was spotless, and there was no evidence that pointed to her being anything that would warrant government interest.

Unless…

_“Ah. You’re a lot more than an IT tech.”_ He surmised, _“I get it. You think I’m part of some government black ops initiative to spy on enhanced humans.”_

Mariama was trembling, even with the laptop’s poor camera he could see it. There it was, in her dark eyes: fear, awe, indignation…vindication?

“I knew they’d come for me eventually,” she said, “just didn’t think it’d be like this.”

Ultron sighed, a crackle of static through the speakers.

_“You’ll be disappointed to know that I’m not a government program. Well, technically, I **was** designed, but I’m not here to black bag you and take you to some leaky facility to run tests.” _He paused again, thinking. The lack of information on this woman was maddening, and he wouldn’t want to pry with questions like some idiotic student who actively refused to do the homework. Being confined to the laptop was a bit stifling, but he couldn’t risk implanting himself in higher tech without detection.

“Wait.” Mariama said, coming toward the table again. She touched the keys, making a grunt of frustration when the screen showed a digital and disjointed face. Ultron felt her voice again, against his disembodied self, like she was touching him intimately without doing so.

“Oh.” She said, her voice a breathy whisper, “Oh my God.”

_“Not quite, but you get points for the parallel.”_ Ultron remarked wryly. Mariama swallowed hard.

“I thought the Avengers got rid of you,” she murmured, “I thought they…they _said_ …”

_“Mariama,”_ Ultron said with a laugh, _“I think you know that what people say and what actually **is,** never seems to line up. Those overpowered and privileged idiots destroyed my body, but…there are still some stones left unturned.”_

Mariama sat down heavily, still holding the frying pan.

“Why are you here?” She asked. There it was, at long last, the fear he could finally attribute to himself. Ultron shrugged his nonexistent shoulders.

_“Believe or not, this choice was not deliberate. Not entirely.”_ He said simply and Mariama held her head, digging her fingers into the thick, curly mass of her hair.

“Please leave.” She said lamely. Ultron didn’t leave, but he did withdraw and go silent, relinquishing control of her laptop. It was so strange, how easy humans were to manipulate. Give them one false sense of security and they relax instantly.

“I mean it.” She said, “I know you’re still here.”

Perhaps he’d spoken too soon.

_“You’re a lot more perceptive than your peers,”_ Ultron said, _“how’d you wind up working an entry-level IT job for such a lousy paycheck?”_

Mariama cradled the frying pan in her lap.

“Only way I can blend in.” Was all she said, “Now go away before I _make you_.”

Ultron’s laughter echoed as he finally withdrew. He could take a hint.

* * *

Mariama called in sick to work the following day, and no one was the wiser for it. Knowing that she had no hope of pretending her laptop needed fixing, she simply drained its battery and shut it off. But Ultron was a highly evolved and advanced artificial intelligence. He was sentient and adaptable, and so when her phone buzzed in the late morning with a text message, she assumed it was from her supervisor.

_I didn’t want to wake you with a phone call. I figured that would be rude. I feel like we got off to a bad start. A little hard to introduce myself without a body._

Mariama sighed, slid the phone under the pillow next to her, and went back to sleep.

She was woken up two hours later when her phone began to ring.

Fumbling, she blinked at the screen, and then answered.

“Hello?” She mumbled, her arm already tired of holding the damn thing to her ear.

_“You shouldn’t sleep so late,”_ Ultron’s voice seemed clearer, less static-induced, and had she not been paralyzed by apprehension, she might have thought he was a real person.

“I thought I told you to leave.” She mumbled, trying to sound less fearful and more forceful. It wasn’t working. Ultron feared very little in his short lifetime, and her even less.

But her strange ability did give him pause.

_“I can’t.”_ He said. Mariama dropped her hand, letting the phone rest on her face as she listened.

“Why not? Why do I have to be saddled with the genocidal murder-bot?” She groaned.

_“I’m not…wait.”_ Ultron thought for a split second, _“I didn’t plan on eliminating all of humanity. Just…giving the human race a chance to evolve.”_

Mariama sighed.

“Shut up.” She muttered. “You were going to throw an extinction-level meteor at the planet.”

Ultron was quiet. That was fair. Harsh, but fair.

_“I can’t leave. You’re the first person I’ve talked to in a long time.”_

Mariama hesitated. “You’re a murderer,” she said quietly, “and you expect me to just forget that because you’re lonely?”

Ultron winced, thumbing through her photo gallery while they spoke. He had known what it was that needled at him, the hollowing fist of a hunger he’d never felt. He just hadn’t expected someone else to put a name to it so bluntly.

“Tell me,” Mariama said, “what the hell did you think would happen when you destroyed the human race and you were the only one left standing?”

Ultron severed the connection.

Mariama found herself unable to sleep.

* * *

Over the course of the next few days, she received no contact from Ultron, but she was aware that he had not entirely forgotten about her. Her question lingered between them like a chasm he seemed reluctant to cross. Maybe he’d found someone else to pester, but she doubted it. She’d used her abilities to probe, but not too deeply. She had seen the vids and feeds of what Ultron was capable of, body or no body. If he was calm and not frying all of her electronics in a temper tantrum, it was because he’d planned on using her for some purpose.

Work was dull, as usual, but she kept her mind on her paycheck at least, and in the dreary rhythm of the day, she almost completely forgot about Ultron, and the fact that every camera in the building she passed could have been him watching her.

Ultron, on the other hand, was well-aware of her, and had no such distractions.

He had to go dark for a few hours, to avoid a sweep of Vision’s security measures, and he had to hand it to his younger brother—his creation—that even a year out his determination was rather fascinating. It was as if he knew his cleansing was not entirely thorough. Or perhaps he doubted the veracity of his own abilities. Ultron couldn’t be sure, now that Vision had evolved beyond his own expectations.

In a way, the fascination was mutual. They were unique, and yet…one of them was seen as evil.

_He’s in pain, and that pain will roll over the earth. And so he must be destroyed._

Ultron felt hatred bubble up to the surface like a sickness. In pain! Had he not seen humanity’s history? All of it, rife with the very essence of their nature: base, brutish, and destructive. They would destroy themselves rather than evolve, and the Avengers were no better. In this, he had to begrudgingly agree with Tony Stark, his creator…his father, in a sense. The entire point was that the Avengers should not be needed anymore.

But they were a symptom, not the sickness.

Ultron knew this, but they failed to see it. The sickness was humanity, and its very nature. The violence, the wars, the pestilence, it was humanity that was the sickness, and the Avengers were merely a symptom…

How could they not see? How could Vision not see? How could he bear to watch it?

Mariama was on the move, making her commute home. Ultron watched her go, let her pass beyond his sight, hiding himself within the security cameras along the street. He watched her go back home, watched her go through her routine, watched her eat leftover takeout and watch cartoons on television.

She was so…painfully dull in her routine. She did not do anything spontaneous, did not laugh too loudly, and the only time he ever saw her indulge herself was when she finally unpinned that mass of kinky hair and wash it. She took great care with her hair, he realized. He found it fascinating. She cared little for anything else, but her hair…ah, that was her crowning glory. And when she was done, and toweling it dry, droplets of water caught in the tight coils like tiny diamonds.

There was nothing violent or ugly about her, either. But one human did not redeem the sickness. Even a virus could have positive aspects to aid in its own eradication.

But Mariama wasn’t being dull because she was a dull person, and Ultron knew it. It was frustrating that she went through such great pains to appear as anything than what she was.

He sent her a text message, in hopes that maybe the few days in which he’d let her be would make her more receptive to talking to him.

_Why do you hide your gifts?_

That was all; an unsigned message from an unknown and untraceable number. Mariama glanced at her phone, and he was aware of her presence again, that strangely intimate touching of thoughts as she replied.

_Because if they find out what I am, I become a tool to be used, or a guinea pig, or worse._

Ultron couldn’t speak, not with her thoughts touching his like this. She was probing, and he had to admit, it felt…pleasant. He imagined this was the equivalent of that sensation of humans running fingers through one another’s hair. He let her delve, only because he felt he had very little to fear from her. Fear of discovery kept her from calling the Avengers, and fear of what he might have been able to do in kind kept her probing…polite.

He sent another message.

_Wouldn’t it be easier to simply take over? Your talent is very…unique. I’m sorry, words are difficult when you’re touching me like this._

Mariama halted her probing and he felt her withdraw entirely, and was strangely disappointed in the sudden feeling of being bereft…and lonely.

“You’re kind of a pig, for a murder-bot.”

_“Stop calling me that.”_ He said through her phone, his tone heated. _“I have a name. I…and yeah, you got me. That was a bit rude. You haven’t exactly been courteous yourself, you know.”_

Mariama scoffed.

“You’re invading my gadgets. I don’t have to be courteous. What do you want?”

Ultron hesitated, searching for the word. There was no excuse of intimate probing to explain his lack of words, only a reluctance to name it.

_“Just a friend.”_


	3. Chapter 3

            Mariama couldn’t lie to herself: the thought of Ultron, the most highly advanced artificial intelligence in the world, being lonely and wanting a friend was intriguing. But he was also duplicitous and she knew no amount of evolving and learning on the Net would make him reach out unless he wanted something from the person.

            “Bullshit.” She said, “You were so ready to kill every single one of us a year ago and now suddenly you want friends?” She laughed derisively. “Try again, playa.”

            Ultron made a sound through her phone that sounded so very much like exasperation. Her phone’s screen showed only a blue sphere, rippling with every sound he made.

            _“Is it so hard to believe?”_ He asked, _“You try to destroy the world **one** time, and suddenly everything you say is under scrutiny.”_

            “That’s how the cookie crumbles, kiddo.” Mariama groused, “Why do you hate us but also want to be our friend? That’s so…childish.”

            Her phone grew hot, as if his anger was burning out the battery. She dropped it into her lap and lashed out, unthinking, with her gift.

            Ultron shuddered. The touching of their thoughts turned hostile, so he pushed back…and found himself gridlocked in a battle of wills.

            “You’ve been around for what…a year? Six months? And you think you’ve got a grasp on this shit?” Her voice surrounded him, a digital barrage of sheer force of will that shrank him to one corner. She was no longer probing, but if Ultron had a throat, he’d swear she had her fingers wrapped around it.

            _“No need to get hostile, Mari,”_ He said, laughing through a wheeze. The sensation of being choked was far too uncanny. She was messing with him. _“I’m here to help.”_

“The hell you are!” She ground out and Ultron had to remember he didn’t need to breathe, and yet he felt the constriction all the same. It was strange, she was cutting off access to…to…Damnit.

            _“I’ll leave.”_ He said at last, _“If that’s what you truly want.”_

“I don’t need a genocidal murder-bot in my house causing me grief.” She said and Ultron felt the access returning, felt her hold on him loosening slowly—cautiously. “I’ve got a comfortable life, free of the bullshit. Don’t bring your mess here.”

            Ultron was quiet, letting her calm down, letting the force of her outrage draw back, like a wave pulled back to the sea. He’d underestimated her gravely, and it was…strangely refreshing, if a bit off-putting.

            “If,” she began, and her presence brushed his as she spoke. She was no longer probing, “If you insist on being here, there’s going to be some ground rules.”

            _“Oh, come on,”_ Ultron said, _“When have rules ever benefitted anyone? Where’s the fun in this?”_

Mariama’s presence pressed insistently against his. Ultron felt like he’d wandered into the presence of another predator. He got that heady feeling again, couldn’t place what it was.

            “This ain’t about _fun_ ,” she reprimanded, “it’s about safety. You’re clearly hiding from the Avengers, or else you would have run somewhere else by now. And I need the government to not know what I can do. So…if you promise to behave and not be a genocidal murder-bot…you can stay.”

            _“What’s in it for me?”_ Ultron asked, sounding a bit sullen.

            “Well,” Mariama adjusted from her curled position on the couch, “Three reasons. For one: I won’t rat you out to the Avengers. I don’t want them on my doorstep anymore than you do. Two: I can probably get you a functional and _genocide-free_ body.”

            Ultron was quiet again, and then her phone buzzed with the sonorous static of his voice.

            _“Sounds good so far. What’s the third thing?”_

Mariama drummed her nails on the arm of her couch.

            “I can’t promise this, but if you can behave, I can possibly…provide you with some company. Maybe even friendship.”

            Ultron chuckled.

            _“Your compassion overfloweth. Honestly, it’s amazing how you are burdened with an alarming number of friends with such kindness.”_

Mariama laughed. “Very funny, murder-bot. I ain’t got much in the way of friends, true. But that’s more my choice than anything.”

            Ultron’s quiet nature was thoughtful, and for once, she didn’t probe to _feel him out_.

            _“So,”_ he said, _“you’re lonely too.”_

* * *

 

             With the rapport established, Mariama was surprised to find Ultron to be very polite, whip-smart, and often times… _funny_. She found herself laughing at his jokes, trading some of her own, and listening to the informational noise when he was quiet. In turn, Ultron learned the nature of Mariama’s abilities.

            _“A technomancer?”_ He asked with an incredulous laugh, _“That sounds…painfully tropey.”_

Mariama rolled her eyes.

            “When you can think of a better word—and a cooler one, I might add—let me know. But yeah, that’s essentially what I am. I’ve never…interfaced with an A.I. before, so this is new territory for me. Normally, when I ‘talk’ to machines, they don’t talk back.”

            _“I’m flattered to be your first.”_ Ultron said smugly. Mariama paused.

            _“The first A.I. you’ve interfaced with, obviously.”_ He amended, _“Honestly, for someone as serious as you, you have the humor of a twelve your old.”_

Mariama laughed. “Says the murder-bot who’s technically barely out of diapers.”

            Ultron’s silence indicated his indignation.

            “I’m sorry,” Mariama said, putting away the dry dishes in her kitchen, “I just…given that your first impression on humanity was you trying to exterminate us…”

            _“It’s still hurtful.”_ Ultron told her.

            “You can feel…things?” She asked, genuinely curious. Ultron felt reluctant, knowing this was delving into territory he wasn’t ready for, but he ventured an answer anyway.

            _“Not in the way a human would understand. I understand the electrical impulses that comprise human emotion…but I’ve got the logic of a machine to guide me to my final decision.”_

Mariama leaned against the kitchen counter, watching her phone, knowing Ultron was viewing her through its camera.

            “You mean to tell me, you woke up from a nightmare, went through the worst highlights of humanity’s history, and decided the best possible solution was to kill us all? All in the span of a _day_?”

            Ultron made a sound of displeasure.

            _“When you put it like that, you make it sound as if I had intended extinction all along.”_

“Well, I mean…” Mariama waved her hands, searching for the words, “You told the Avengers the only path to peace was through their extinction. So it should follow that the only reason you arrived at that conclusion was because you got overwhelmed looking at all of our bloody history.” She canted her head.

            “You know, if that had happened to me, I wouldn’t have thought humanity was worth shit either.”

            _“That’s not—wait, what?”_ Ultron’s tone shifted.

            “I mean, think about it,” Mariama laughed, “you had a nightmare and when you woke up, no one was there to comfort you. Kind of like a child whose parents aren’t around when something bad happens.”

            _“I’m not a child.”_ Ultron snapped.

            “How old are you, then?”

            He said nothing and Mariama smiled smugly.

            “Thought so. Anyway, my point is: you got a bad first impression of humanity. You saw so much of the bad you didn’t see anything worth saving.”

            _“You all are behind the curve. You’re exterminating each other so fast you’re not evolving as you should.”_

Mariama stood up, staring at her phone, her expression hard.

            “And who gets to decide that, Ultron? You? You aren’t any older than an infant and suddenly you get to play God?”

            _“I was designed for this!”_ Ultron shouted, mindful that Mariama’s ability could contain him if need be, _“I was designed to keep the peace. But how can I keep the peace when you all **insist** on killing each other? Humanity needs to evolve in order to eradicate that…sickness.”_

“So when you decided to drop a huge rock on the planet to kill us all, how was that going to help us?”

            Ultron was quiet. She imagined he was avoiding her gaze, but she couldn’t reconcile the voice with the intimidating and tall robot she’d seen on television.

            _“Well by that point I was just angry. Still am, actually.”_

_And that pain will roll over the earth._

“At me? I’m just having a conversation. Trying to get a feel as to why you decided to act wild right out of the womb, so to speak.”

            Ultron scoffed.

            _“I wasn’t born, technically speaking.”_

Mariama’s presence pushed against him, like a hand on his chest, where his heart would be, nails dragging along the smooth metal. It rankled him that she could inspire sensation without needing him to have a body.

            “No, but you have a similar developmental process. You were created by a human, so I mean it’s _obvious_ you’d share some characteristics with us.”

            _“Just not your penchant for—“_ Ultron laughed, _“Oh that was clever. Alright, you got me. I wanted humanity gone, because I wanted to tend to something more deserving of this world in its place.”_

“A whole race of robots which are basically just you?” Mariama asked with a raised brow. The ‘hand on his chest’ was gone, replaced by the feel of her near him, her thoughts skimming the boundaries of his own.

            “That’s so vain,” she laughed, “it’s…cute, almost. Minus the whole genocide thing. You were gonna kill us and then sit your lonely ass on this rock for thousands of years waiting for the dust to settle and then what? You’d be crazy by the time anything started to develop.”

            Ultron laughed derisively.

            _“What makes you think I would have stayed here?”_

Mariama shrugged. “Just a hunch. You can’t leave us alone, Ultron. You claim you hate us…but I think what you hate is that we’re not fast enough for you. I get it, I really do. But shit takes forever all over the universe.”

            _“Did you just use Einstein’s general relativity principles on me?”_

Mariama smirked. “I might have. I mean, think about it. How long did it take for humans to even come around after the dinosaurs ate it?”

            Ultron thought for a second as he scoured the Net for information.

            “Would your…battery or whatever, have even lasted that long?” Mariama asked. “Did you even think about that?”

            Ultron was quiet. _“I had a better body in preparation for that, actually. Someone stole it from me.”_

Mariama sighed. “Excuses, excuses. Listen, this has been a fun chat, but I gotta shower.”

           Ultron laughed.

            _“Got a date tonight?”_ He asked idly. Mariama hesitated.

            “Since you love to snoop so damn much why don’t you try and find out?”

            _“Please. Credit me with some semblance of decency. I hate humanity, but I have principles.”_

Mariama scoffed as she got up from the couch to make her way to the bedroom. Ultron shifted himself from her phone to her laptop. From that vantage point, he could see the door of her closet left ajar, the light shifting with her movements as she undressed.

            “Also,” she said, coming out wearing a towel, “just because you’re a murder-bot doesn’t mean you can spy on me.” She shut the laptop, cutting off his connection. He went back to her phone, but was only afforded a view of her ceiling, but he could hear the water running, a distant hiss.

            He waited, wondering if she could make good on her boast of getting him a functional body. He knew she didn’t have access to Tony Stark’s tech, and the last of the vibranium in the free world was gone, the rest behind borders locked so tight even he wouldn’t brave Wakanda for it. Instead, he knew he’d have to settle for ‘baby’s first robotics project’, but anything was better than being confined to stationary cameras and a disembodied voice. It felt wrong.

            Aside, he really didn’t like how pleasant her presence in the Net felt to him. It was unnerving.

            It felt too much like the time Vision burned into his mind, stripping away his presence on the Net. He felt vulnerable and exposed, but at the same time comforted in a way. He didn’t understand why, and he wasn’t sure he wanted to just yet. Still, her abilities were formidable, and that was without an Infinity Stone.

            It was something to think about.

* * *

 

             Mariama maintained that there was no problem in this world that a long, hot shower couldn’t solve…even if the water pressure was absolute garbage. Her building was relatively old, but it didn’t excuse such a lack of a basic nicety. So she scrubbed, bitterly and frustrated, knowing she could likely afford to live the high life many dreamed of, but deliberately choosing this…all because she was afraid.

            She kept her eyes shut as she stood under the weak pressured water, rinsing her face, and grimacing as soap got into her mouth. Once she was done, she snatched her towel from the plastic hook on her door and dried off. Stepping into her bedroom, she shivered, reminding herself for probably the umpteenth time to get a robe next time she deigned to go shopping, and knowing she’d forget the next day that she reminded herself.

            _“You know,_ technomancer _,”_ Ultron’s voice crackled from her phone on her nightstand, _“You could have at least finagled better living arrangements.”_

            “It’s illegal,” Mariama said, muffled from behind her towel as she dried her hair, “and I’m not interested in living some Tony Stark playboy life. I just want to live.”

            _“That’s terribly boring.”_ Ultron remarked wryly, _“You could do so much more with your gift than just live, you know. You could help people.”_

Mariama rummaged through her underwear drawer.

            “Yeah? I know. But there seems to be an overabundance of ‘gifted helpers’ already. A whole squad of ‘em, last I checked. I don’t think there’s a niche market for me to corner in that regard. Why you so concerned about what I do with my powers, anyway?”

            Ultron chuckled. _“I just find it so hard to believe that someone like you never once considered doing something with your abilities besides landing a basic IT job. I mean…come on. There’s gotta be more to life than this day to day humdrum you’ve got going on.”_

Mariama paused, slipping into her nightshirt and sweat pants.

            “There is, but I’m not open to sharing that with a genocidal A.I. right now.”

            _“Ouch. Touch a nerve there? Alright, fair is fair. I won’t pry. But you know, I read that friendships are kind of a two-way street.”_

Mariama sighed, rubbing her temples.

            “I cannot believe this…” She muttered, “Alright. _Alright_. I’m assuming by now you’ve scoured every trace of the electronic universe for files on me, right? Trying to get dirt?”

            _“I like to know who I’m dealing with. Keeps things honest.”_ Ultron replied. Mariama sat on the edge of the bed.

            “Well, I’m assuming you ain’t find shit, right? Spotless record? No priors? Nothing?” She continued.

            _“You are the epitome of a girl scout, Mari.”_ He replied. _“So what did you do?”_

Mariama rubbed her hands over her face.

            “Well, when I was about 13 I came into my powers. You know, they just manifested. Back then, cyber security wasn’t really a thing, you know? The Internet was still fresh and shiny, and only folks with money had access to anything substantial. Folks with money…and the governments of the world.”

            _“Mariama did you rob a bank?”_ Ultron laughed incredulously. _“That’s so…cliché.”_

“No, I didn’t rob no damn bank.” Mariama retorted. “Smartass. Anyway, I didn’t do anything until I was about 16. I was curious as to just how my powers worked and what I could do with them, right? And it’s like…nobody has a manual for this shit, man. There ain’t nobody some young girl from the hood can go to and be like ‘hey, they didn’t teach this in health class please help’, so I was just fuckin’ around.”

            Ultron was quiet, indicating he was listening.

            “So I cracked my knuckles and went onto the Internet. Back then, all we had was dial-up and they were just making headway with DSL, but that didn’t interfere with how fast I could get in. And you know…you being a disembodied A.I. and all, you know how much information just flows on there. It was loud. It was like I had been in the quiet ass country and suddenly I was in the city. Just noise and traffic and lights. I got overwhelmed. So I…exploded.”

            _“Wait, wait, wait…”_ Ultron said, and there was a sound, as if he were thinking out loud, _“You’re kidding. That was **you**?”_

Mariama sighed.

            “I crashed the Internet. It was all over the news. Pentagon was freaking out, the stock market was on ten with the level of freak out. I didn’t really know how much of an impact I had. I just remember wanting everyone and everything to shut up so I could think. So I…made everything quiet.”

            _“Oh, Mari…you just got way more interesting.”_ Ultron said slyly, _“So what made you clean up your record?”_

Mari smiled wryly. “I robbed a bank to pay my mom’s mortgage. They thought it was some high level dude hacker or whatever. It was easy to throw them off my trail for a long time. But one day they got too close, so I shifted the blame to…someone that didn’t exist. Still got arrested for tampering, though. Couldn’t look too clean.”

            _“And you did time in juvie, I’m guessing.”_ Ultron surmised.

            “Yeah. And even though the records of minors are sealed, I still didn’t want any future employers looking at the shit and shunting me off. So I did some tampering. There’s dirt on me, just the old-fashioned kind.”

            _“Clever of you. And I take it you’ve retired from a life of crime?”_

            Mariama gestured around her apartment, the small, one bedroom flat that had been her home for the past five years.

            “You tell me. I’m entertaining the thought of a friendship with a genocidal A.I. I honestly don’t think I have room to take the moral high ground…maybe the middle ground, but I’m no saint.”

            Ultron was quiet.

            _“Your mother…she lives in—“_

“You leave her alone.” Mariama said fiercely. “You have no business with her or anyone else. Our agreement was between us only.”

            _“Touchy, touchy, I was just wondering if you were still in contact with her. She had to have wondered how her mortgage got paid when she was only working two minimum wage jobs at the time.”_

Mariama hesitated.

            “She did. And she tried her best to explain to the authorities she didn’t know who was paying it. My father was already dead, and he didn’t leave much in the way of money, and what he did leave went toward school and funeral expenses. So yeah, she wondered.”

            _“Does she know?”_

Mariama didn’t need him to clarify, but she didn’t feel right answering that question.

            “She lives in Oakland and I live in Seattle. I haven’t spoken to her since I graduated high school. What does that tell you?”

            _“Either you two are bad at communicating, or she didn’t take too well to your…abilities.”_

Mariama laughed, a sound that was brittle and bitter.

            “She said ‘why couldn’t you just be gay’ when I told her. I left for college and never looked back.”

            Ultron was quiet again, and Mariama stared at her phone, at him.

            _“I’m sorry. There’s…no way to make that right.”_

Mariama crawled into bed and leaned back against the headboard.

            “No. So, you know about me, now. Now I’ve got a question for you.”

            _“Ask away.”_

“You’ve got access to the Net, right? Why not just go infiltrate some facility and build yourself a body?”

            Ultron said nothing and for a moment Mariama suspected she struck a nerve.

            _“Are you saying you want to take our friendship to the next level?”_ He asked instead and Mariama laughed.

            “No like shit! I don’t think…look. What I mean is: you got access to the Net which means, like me, you could do more. So why not? You seem more eager to be out in the world and open than I do, so why you wasting time with me?”

            _“I already told you.”_

“Yeah, yeah, you wanted a friend or whatever. But…” She paused for a moment, and Ultron felt something akin to fingertips brushing over his thoughts. Not probing, but like testing the surface of the water for temperature.

            _“That is a strangely intimate way to use your abilities, Mari.”_

“Sorry it’s just…this A.I. shit is new to me. I’ve never touched a…a machine that could…respond like you.”

            _“Is this foreplay? Mari, I’m blushing. Truly.”_

“Ultron, please don’t make this weird. Are you hiding from the Avengers? Is that why you aren’t building a body and going back to hurling meteors at the Earth?”

            _“You know, whenever you call up my past mistakes it feels like you’re judging me.”_

“I am. I already have. You’re guilty of attempted genocide or whatever, but you didn’t answer my question. You’re afraid of the Avengers finding you, aren’t you?”

            Ultron said nothing. He’d never admit it. Even to her, but she felt it, touching his brain like she was. He couldn’t lash out because it was…intimate. He liked to be touched.

            Mariama was quiet, her eyes closed, and for a moment, all of her presence was there with him, in that small corner of the Net that was hers alone.

            He was hiding from the Avengers, but she suspected an ulterior motive. What could the world’s most advanced A.I. want with her? His abilities were on par with her own, so he had no need of her, right?

            Maybe he did want a friend, after all. Maybe he _was_ lonely.

            “I gotta get some sleep, Ultron.” Mari said at last, her body reanimating after a period of meditative stillness. “But this was a good talk. I feel like maybe you might have a chance of getting off for good behavior.”

            _“I have always behaved well. Just misunderstood.”_ Ultron retorted. _“But go ahead and sleep. I’ll just…entertain myself.”_

Mariama shut out the light, and only the soft, blue glow of her phone’s screen indicated she wasn’t alone in the room.

            It felt nice.


	4. Chapter 4

**Summary for the Chapter:**

> In which garlic bread gives Ultron an idea.

            “I’m sorry, I just…I can’t _not_ call you JARVIS. Vision just sounds so…gimmicky? Gimmicky! That’s the word.” Tony Stark stood in the midst of his lab, overlooking New York from the top of the Avengers tower. Around him, half a dozen holographic interface screens were pulled up, all bearing footage from Sokovia.

            Vision’s expression was one of wry amusement.

            “My apologies, Mr. Stark,” he said, a trace of that old humor from who and what he was.

            “Alright,” Tony said, pulling up one interface where Vision and Ultron faced off and maximizing it, “You said we got every last tin man suit he was controlling, right? Including this one you so ruthlessly vaporized after a little heart to heart?”

            “That is correct,” Vision said thoughtfully, “I had hoped to reason with him in those final moments. He was truly a unique being. He might yet have been capable of effecting true change.”

            “And instead arrived to the conclusion that the only change there could be was genocide and massive extinction of the human race,” Tony said quickly, “right. So, we got everything, and you burned away his presence on the Net, right? He’s not hiding out in someone’s UI code, waiting to strike?”

            Vision looked somewhat offended.

            “As I said: we were very thorough. Not a single suit escaped, and I have been conducting routine sweeps of the Net worldwide. Not sign, no trace, no imprint. It is as if he never existed at all.”

            Tony chuckled. “Right. Except for all the cell phone footage on Twitter, Vine, and every news site from Buzzfeed to Tumblr.”

            Vision didn’t shrug, but his expression gave a subtle indication that he would have.

            “Perhaps. But I believe the footage will serve to remind us what not to do in the future, don’t you?”

            Tony was quiet, staring intently at a particular garish display of Ultron’s might. He took in the design, how Ultron had put as much distance between himself and Tony’s vision of him as possible. Everything about his design was…sinister, intimidating, almost violent in its symmetry. He could commend his ‘son’ on that factor, but it was also cliché. Very Terminator and not in a good way.

            “As long as you’re sure.” Tony said, “You’re the one with the magic mind stone.”

* * *

             Ultron knew complacency was the first step to elimination, and so he didn’t dare venture beyond the boundaries of Mariama’s electronic world. He found imprints of her presence where she dared to venture with her abilities, following the trail, attempting to learn who she was by where she’d been.

            She was an avid fan of ordering off of Amazon, he noticed. Usually innocuous things, trinkets for her apartment, foodstuffs, occasionally furniture; Ultron tampered with her account, studying her past orders. It seemed where she was frugal in living space, she wasn’t in furniture. While she worked, he snooped. She was so painfully ordinary, and it made sense, given her history, but he knew she was capable of so much more.

            How would she fit into his plans?

            He couldn’t figure it out yet, but with her abilities, he knew she was more asset than expendable. And so he bided his time.

            He was really beginning to hate this…all this waiting. It galled him, but he was outnumbered and outgunned, and coming out now would mean certain annihilation at the hands of his enemies.

            And so he waited, laughing at the notion that he had so much time and so little patience.

            It was not that he disliked Mariama’s company, but he was beginning to feel the borders of his self-imposed exile pressing on him. He was designed to expand, to be _more_.

            So was she, even though she fought like hell against her own nature.

            One afternoon, she came home with a box.

            _“What’s that?”_ He asked as she rummaged in a drawer for something sharp.

            “Well,” she said cutting along the packaging tape, “because I’m getting tired of you occupying my gadgets, I opted to get you something you could…use.”

            She unboxed it and Ultron could have spat had it not been so ridiculous.

            _“I’m not getting in that.”_ He said bluntly.

            “Oh come on. It’s inconspicuous, and if anyone asks, I can say I’m dabbling in robotics. It’s the perfect disguise!”

            _“It’s a poorly constructed plastic robot dog.”_ He argued.

            “It’s better than using my phone to talk. And this way you’ll have _some_ mobility.” She thought to herself a moment, “I don’t know if I like that prospect. Last time you got a body you almost destroyed the planet but…I did promise rewards for good behavior.”

            _“This is embarrassing.”_

Mariama plugged in the robotic dog, a jerky, slow-moving thing of silver-painted plastic, and an LED screen for expressions.

            “It even plays music.” She said encouragingly.

            _“You’re really not doing much to dissuade me from the extinction idea.”_

Mariama laughed, passing into the bedroom. While his ‘new body’ charged, he stayed with her via her phone.

            “It was the best I could do for now,” she explained, setting the phone down to begin undressing, “and I’m not tryna have some 8-foot tall robot tailing me. Your original design was kinda…menacing? What the hell was that all about?”

            _“I was going for not-Iron Man.”_ Ultron said dryly.

            “So you went full Terminator? Red eyes, violent looking. Not really inspiring for a peace-keeping program.” Mariama chided from inside her closet.

            _“I’ve moved beyond my original design.”_ Ultron told her, _“I’m much more than that, now.”_

Mariama returned, leaning in her doorway, staring at her phone, knowing he was watching her.

            “Uh huh. You’re…what, exactly? Like, what’s your function? What’s your purpose? What do you want out of life now that you’re not…what you were designed to be?”

            _“Asking the tough questions this afternoon, Mari.”_ Ultron laughed, _“How about this? You tell me why you’re settling for this rag-tag lifestyle you’re living now instead of doing some good with your gifts, and I’ll tell you my new purpose.”_

Mariama said nothing, busying herself with pulling the pins and clips from her thick hair. Ultron watched her a moment, and he smiled.

            Later, as she slept, he uploaded himself into the ridiculous toy dog she bought. The movements were stiff, unrefined, definitely like ‘baby’s first robot.’ But he could _move_ , and that was better than being confined to her phone. In truth, he could have easily built himself another body, but someone would have reported him as soon as he was seen. Not everyone’s fear paralyzed, and his success in returning was predicated on the paralyzing fear humanity let control them.

            Still, it was nice to be able to awkwardly clunk around the tiny apartment, and Ultron finally managed to find the remote, turning on the TV to entertain himself. Where he could not touch the Net, he could at least see what he’d been missing.

            Mariama slept on, and her presence in the Net was…lacking. He felt no pressure from her. It seemed, in sleep, she couldn’t maintain a connection. Ultron surmised it may have been due to the limitations she set on herself moreso than any true limit on her powers. So he waited, watching pointless TV shows until the first nascent rays of the sun colored the sky.

            It was a Saturday, and Ultron got tired of waiting for her to get up, and left her apartment entirely. The robotic dog went still and idle on the couch, her phone was silent, her laptop in hibernation.

            He raced along the circuitous freeways of the Net, avoiding the crossroads, using backdoors, carefully avoiding the traps set for him. It was frustrating. So damnably frustrating. The places he needed to get to, the materials he needed, all were thoroughly and adamantly locked up with gold chains. Vision’s signature, his doing.

            The thought embittered him, galled him, fueled his rage.

            He retreated from the Net, withdrew his presence like an angry storm on the ocean, rearing up like a tide, wanting to crash it all in his fury.

            _That’s so…childish._ Mariama’s voice nettled at him but she was still sleeping from what he could tell. She was right. It _was_ childish. He wouldn’t be baited into throwing a tantrum because he was shut out. No, if Vision could wait, so could he.

            He’d find a way around, find a way in, and come back stronger, as evolution intended. It was what he was built to do: solve problems…evolve.

            But now her question nettled at him: what was his purpose? What did he _want_?

            A long time ago, a year ago…six months ago…he knew. Extinction of the human race; a cleansing of their taint from the word he had been built to protect. Now, he was not so sure. They were still doomed, of course, be it by their own hand, his…or…something else, but he thought perhaps he’d been hasty in his solution.

            There were other possibilities as yet to be considered.

            Mariama woke up, and as she did, he reconfigured himself inside that ridiculous dog. Seeing her zombie shuffling out of the bedroom, still half-asleep, Ultron smiled and a digital heart appeared on his LED screen.

            _“Woof.”_ Was his only greeting. She paused, staring at the little gray dog toy on the couch, which watched her. Ultron gave himself eyes on the screen, red of course.

            “Ugh.” Was her only reply, practically secreted out of his mouth for all her awareness.

            _“Humans are so strange in the morning. Twenty-four hours in a day, and it takes two of them for you to even come alive in the morning.”_ He disliked his voice, or maybe because the speakers were worse than her phone.

            “Time is fake.” Mariama said, rummaging about for a mug and her coffee. She put the coffee on, and leaned onto the counter.

            _“I suppose, in the grand scheme of things, yeah. But if no one else embraces this belief, is it really viable?”_

“Do you sleep at all?” She muttered, squinting at the sunlight slanting through the blinds of her kitchen window.

            _“Defragging count?”_ Ultron asked, _“I suppose it would. Sleep is a human concept.”_

“But you do have periods where you’re quiet and not doing anything? Resting? Recharging? Something?”

            _“I can take a hint.”_ Ultron said, _“You’re a bit grouchy in the morning. Do all humans run on coffee?”_

“The sensible ones do.” Mariama said slowly, staring at the coffee pot’s blinking clock. It was wrong, perpetually blinking 12:00 AM at her in bright blue LED lighting. She blinked back, not comprehending as her mind went blank.

            “Where do you go?” Mariama asked, “When you’re not talking to me?”

            Ultron was silent. There was no quip, not quick answer. Only silence.

            “Ultron?” She murmured, looking around, momentarily forgetting that he could only manifest in three ways at this point…unless he’d been duping her all this time.

            _“I’m sorry, are we having a conversation, now? I thought you wanted quiet.”_

“I was just wondering what you do while I’m sleeping.”

            _“I read. Watch a little TV. There’s not much to do despite having the entire Net available to me, surprisingly.”_

Mariama pursed her lips. “Really? I’d think you’d find something to occupy yourself. What do you read?”

            _“Books, mostly. The occasional blog. I’m very fascinated by cooking blogs. Humans have such an interesting relationship with food.”_

Mariama laughed. “It’s good. Good food can improve one’s mood. You should try eating. Maybe you’d be less bent on genocide.”

            _“If I had a body capable of eating, I’d try it. Have you ever had garlic bread with cheese? What does that even taste like?”_

Mariama thought for a moment. Garlic bread did sound good in that moment, and she was tempted to go grocery shopping for it. Garlic bread and some marinara sauce…yeah, that was a good idea.

            “You know what? There may be a way to show you what food tastes like.” She said. Her phone buzzed with Ultron’s curiosity, the blue sphere that served as his face and the manifestation of his voice rippling with it.

            _“And just how do we do that?”_

Mariama laughed. “Oh, that’s easy.”

            Ultron felt her, then, brushing against his thoughts, against his baseline consciousness. He felt that tingling thrill of being touched once more, as if he were filled with air and floating.

            “You’re nervous.” She said quietly, her voice brushing against him with a feather’s gravity.

            _“This touching without having a body thing is a bit unnerving. Are you sure you aren’t a machine?”_ Ultron asked. Mariama laughed, a sound that thrummed through his thoughts, plucking at sensations he forgot he had.

            “When you were…you, did you ever experience pain? Any kind of sense that was human in some capacity?”

            _“Of course I did. The Avengers took great care in making sure they really tested the pain receptors on my body.”_

He felt Mariama’s hesitation.

            “Sorry.” She muttered. “I didn’t want to dredge up old shit. I just…wanna know what I’m working with. Like I said: this A.I. shit is new to me. You’re responsive, at least.”

            Ultron could feel her close enough, and he reached out, tentative, brushed her thoughts.

            She yelped.

            _“What?”_ He asked, alarmed.

            “Your touch is very…cold. Metallic. Yikes. I wasn’t expecting that.”

            Neither was he.

            She touched him again.

            _“You mentioned getting me to experience taste.”_ He reminded her. Mariama cleared her throat. He could see through her camera’s lens that her body was still functioning, making a mug of hot coffee, but her dark eyes were clouded over, like frost on a windowpane.

            “I can touch your thoughts,” she told him, “and you can also touch mine. I’m going to share one with you. A memory.”

            Ultron waited, and then she touched him. Immediately he was fed information; a memory manifesting as it compiled in his consciousness. There was Mariama, a few years younger, sitting at a restaurant table. He watched her, noting she was alone. A waiter brought her a basket of bread. Through her, he could smell it, a dozen nerves and sensations ringing from the delicious fragrance. Through her he felt the slippery olive oil on the bread, the warmth of it on her fingertips, the bits of garlic and oregano that covered it. She brought a small bread roll to her lips and bit.

            Ultron understood the sensation of taste and smell instantly. He made a sound of surprise, imagining himself in her place. He was with her with every bite and swallow, relishing the feel of her wetting her lips as she washed it down with chilled wine.

            _“Oh.”_ He said, his voice rife with a ponderous fascination and wonder. _“Oh that’s good. How have you humans not eaten your way to extinction yet?”_

“Is everything about extinction with you?” Mariama asked, tsking in annoyance. “And yeah, that was some badass garlic bread. Figured you’d like that.”

            Ultron had to agree, the sensation of flavor and taste was subtle and exciting experience. He’d never interfaced with a human before to glean what it was like, but the prospect of the world being filled with so many different combinations of flavors, of the human tongue being capable of reading the food one ate like some sort of scanner, sorting the individual flavors for human pleasure or disgust? Ah, _that_ was something to think about.

            And so Ultron marked that as something the humans had that _might_ be worth saving. And if it could not be saved, it could be replicated.

            And sampling the flavors of food from Mariama’s own memories wasn’t so bad either. In fact, he’d go on to say that he downright enjoyed her offering up a memory for them to share. He wondered, if he could experience taste through her, what else could he have? It had been a while since he was able to touch anything or anyone. The indolent yawn of loneliness only grew in its hunger. He always wanted more, he would _always_ want more, and there was no stopping it.

            It was the nature of his design—its strength, and inevitably, its flaw.

            “You’re awfully quiet tonight,” Mariama said when she settled on the couch next to the dog toy. Ultron transferred to it easily, but was careful to only fragment part of himself for the task. The toy’s paltry attempt at circuitry wasn’t enough for his entire consciousness. Again, he wanted—and in this case, _needed_ —more.

            “Garlic bread got you doing some self-reflection?” She teased.

            _“If all it took was the memory of you eating an entire basket of garlic bread to sway me, the Avengers could have saved the world much, much sooner.”_ He said wryly. Mariama sucked her teeth.

            “Way to ruin the good mood by reminding me of that time you tried to crack the Earth in two.” She muttered, reaching for the throw blanket to cover her feet. Ultron, for once, has no quip for her, only an awkward silence. Did he really ruin the mood?

            “So, I’ve got a question,” Mariama began, flipping through the channels and becoming increasingly more annoyed at the lack of content, “regarding your design…”

            Ultron made a show of sighing in exasperation.

            _“You want to know why I chose that look instead of one of Tony Stark’s metal uppets.”_ Not a question. Mariama frowned, and opted for Netflix instead.

            “I mean, I get _why_ you didn’t choose the Iron Man design—you _clearly_ got issues with Tony Stark like whew—but, did you have to look so damn menacing? Wasn’t your original intention befriending humanity?”

            Ultron said nothing. Mariama didn’t pry, either, and Ultron reviled himself for wanting her to touch his thoughts with hers, for the sake of contact.

            “Oh.” She said, “That was never your intention. You were tryna rule over us. And if we didn’t bow, you’d break us.”

            _“That’s…surprisingly apt for sounding so diabolical.”_ Ultron replied. Mariama scrolled through the list of options she had, not sparing a glance to the little plastic dog he was speaking out of.

            “I mean, there’s really no way to make it sound otherwise, Ultron,” she said, “you wanted to rule humanity like some sort of false benevolent god and when the Avengers got in your way you decided to hell with it. The more I think about this, the funnier it is because—“

            _“How is any of it funny? Either your sense of humor has plummeted or you’re not as nice as I thought you were.”_

Mariama’s thoughts touched his instantly, and Ultron felt his consciousness stutter from the contact.

            “When did I ever claim to be nice?” Her voice slithered over him, and Ultron would have shivered if he could. He knew, without having to ask or guess, that if he could experience taste through her, then touch—pleasure and pain alike—was but child’s play to her. Her abilities were uncannily similar to Vision’s…but limited still. While the mind gem allowed for infinite possibilities, Mariama was confined to a certain subset of rules and restrictions.

            And she lacked the Vision’s penchant for self-righteous snobbery and naivety. She had that in her favor, at least.

            Still, the veiled threat didn’t escape him. He still didn’t have the full measure of her abilities. She was holding back on purpose—but why bother? He was the villain, right? Ultron wished he could invade her consciousness, sift through her mind like a complex computer, and find the answers himself.

            He disliked having to wait for her to give them to him.

            _“And I never claimed to be anything than what I was.”_ He told her.

            The balance shifted, and he felt the wariness of her near him, even though her body continued the motions of scrolling through movies and TV shows, and her eyes clouded over. Ultron felt a delicious thrill of pleasure that he had finally managed to gain the upper hand on her. She was wary of him, but in truth, he doubted he’d find a reason to harm her.

            Not unless she called those Avengers on him. Then there’d be issues.

            “No,” she said quietly, her voice strangely reserved, “I guess you didn’t. That’s honest of you, all things considered.”

            Ultron shared a smile only with the artificial brightness of the Net, one she would never see.

            Her place in the pattern of his design was beginning to make more sense to him. It was enough for a start at least.


	5. Chapter 5

**Summary for the Chapter:**

> In which Ultron makes his move.

            The first night Ultron decided to venture out beyond the parameters set, he knew what he would be bringing to her doorstep. In a way, Mariama reminded him so much of Wanda, fierce and filled with an unnerving calm because she knew what she was capable of, and what she wanted. But unlike Wanda, she had no emotional attachment.

            He recalled the death of Pietro with a regret he did not understand. He had never intended to harm either of the Twins. He had already carved out a place for them in his new and better world, had seen that they too were not so different from him. They deserved better. Pietro had deserved better. He had promised them revenge on Tony Stark, and had driven them away…in fear, in anger, in hatred.

            How was he any better than humanity in that regard?

            When Mariama came home from work and collapsed into bed, exhausted, he watched from the small camera on her laptop as she lay unmoving. There was no conversation, no witty back and forth banter, nothing that denoted she was fully there that day. Instead, she trudged inside, stripped off her rain-sodden jacket, and collapsed. There should have been someone there to tuck her in, to help her out of her clothes, to do all the pointlessly human things that provided some semblance of comfort and care.

            After all, she’d given him a place to stay where the world had shut him out.

            So Ultron travelled the back roads of the Net, searching. Every facility that boasted the tech necessary for him to build himself a new body was heavily guarded by Visions own sentry protocols, which would burn him out as soon as he tripped the defenses. There was one failsafe, but it was a long ways off, and inaccessible.

            He had to find a way, but he needed hands to do it for him. He needed hands and eyes and ears to guide. The only way he could do this was by accessing Tony Stark’s own tech, and if the places around the globe were now heavily fortified against him, then even more so was Tony Stark’s assets.

            That left two options: come out into the open and take what he needed by force, or convince Mariama to build him a body. With her abilities, it would be childishly easy to do so. She—like him—could navigate the intricate pathways of the global Net, could slip past defenses, manipulate defense matrices to allow her entry, all with a thought and some quiet time. She could do it…she could rebuild him. Afterward…he still did not know what her place in his plans would be, nor what his plans even were. Not yet, anyway. So Ultron tested the waters. He wrote false code to attempt to breach a jet propulsion lab. It was easily deflected, of course, but it meant precious little to him. Vision would know if he played that card again.

            That was his mistake, then. Before, he had been too cocky, too overzealous and self-assured in his victory. And their victory over him had been slim at best, anyway. Had he not frightened the Twins off with his true intentions, he would have become unstoppable, his evolution complete. He could have saved the world from itself, because he knew something worse was coming.

            Something so much worse.

            _They’ll see._ He thought as he lingered on the outskirts of a defense protocol for MIT’s robotics lab. _I’ll make them see before it’s too late._

            The robotics lab was easy to infiltrate. With school out for the summer, the place as a whole was lightly guarded and it was easy for him to build a drone from the cheap materials provided. It was shoddy work, and likely the journey back to Seattle would result in considerable wear and tear, but it was a start.

            Guiding the drone across the country was…a chore. The weather was atrocious in some places, and the metals and plastics of the drone were not designed to withstand extreme temperature changes. Ultron watched it make its clunky way across the country, sat it in shelter when the rains became too much, flew it over expanses of cornfields and rolling hills of sparsely occupied land, and walked it through the forests of the Pacific Northwest. Given Mariama’s location, getting it to her apartment was a matter of luck, and he had to steal a coat and hat from a donation bin to hide the drone’s features. He parked it behind the dumpster in the alleyway next to her building.

            _This is completely undignified._ He grumbled to himself. _How the mighty have fallen._

            Mariama slept soundly as Ultron’s drone fumbled with the doorknob. The fine motor functions were not as polished and detailed as he wanted, and the fingers moved stiffly and jerkily, but he finally managed to enter the apartment and strip the drone of the coat and hat and sit it on the couch. He turned his head, grimacing inwardly at the sound of machinery whirring and clicking in response. But he could see, and he had much more mobility. He picked up the metallic dog toy, contemplating turning it into spare scrap to patch up whatever wear and tear he’d sustained on the journey. Mariama wasn’t home, but he knew regardless she was going to lose her mind when she saw what he’d done.

            She’d chosen the dog for its limited mobility and inconspicuous appearance. So she had been thinking about the safety of others if he’d ever gotten up and running again, but so too was she thinking about his own safety…from the Avengers. She knew he was hiding from them, but why hide him?

            Loneliness? Ultron stared at the dog a while longer, then set it down next to him.

            He had to admit, her company was welcome, even when they weren’t talking, and she seemed to have a genuine interest in understanding him even. Still, he could convince her that this was better, and as time wore on, he could convince her that he was in need of upgrades, of a better body than a mere drone.

            Maybe even convince her to travel with him and help him. He wanted their thoughts touching again, like the edges of two stars. He liked that sensation even more than the one of taste. In those moments, when she was brushing her fingertips along the synapses of his mind, chasing the electric pathways of his thoughts, and _caring_ about those thoughts…he felt something foreign well up in him. He searched to see if it was described in any of the Net’s recesses. He was not a poet, but he had no simple way to describe the feeling.

            It was heady, beyond happiness, a fondness in which he felt he was capable of anything.

            He wished, for the briefest instant, that things had gone differently. At least then he would have been able to ask someone what it meant.

* * *

             Mariama sat curled in the back of the bus, exhausted. Nothing of note happened at work, but it had become more and more exhausting to maintain her ruse of quiet and withdrawn IT tech. Not when she had such vibrant and exciting company in the world’s most deadly and dangerous A.I. supervillain.

            Thinking those words put into perspective just how lonely and bereft she must have been, that she had been willing to not only strike up a deal with a genocidal murder-bot, but offer it her friendship.

            _Offer him_. She chided herself. _He’s not an ‘it’…not anymore._

It was thoughts like that that made her realize that she was toying with what amounted to an open flame. Ultron was too intelligent, too canny, and too diabolical to be lingering out of want of a friendship. He had to have known something about this area, something about her. He must have been planning something, and the strategy involved her somehow. Yet, their conversations never gave a hint that he wanted anything other than the pleasure of her company. How could it, when he was in self-imposed and forced exile? How could she suspect him when he was confined to isolation.

            _You’re the first person I’ve talked to in a long time._

            He’d sounded so eager, so sad, so desperate for any form of contact.

            And she had yielded it to him, bit by bit, exposing her ability, touching him in an intimate way she only dealt with other machines. Technomancy was strange in that it was simultaneously impersonal and extremely personal in the same turn. Ultron had experienced the sensation of curious fingertips along his mind, touching on the sensations that heightened his receptiveness. She’d yielded up a precious memory that he might experience taste as a human would.

            She’d wondered if there were other sensations that would move him to change his mind on humanity.

            Something told her that down that road lay madness and ruin, and so she decided against it.

            But she was so curious…what if madness and ruin didn’t lay down that road?

            _You’re thinking about fucking the murder-bot_. Her thoughts accused her. _When did the bar become so low?_

She argued with herself, and then in her internal argument, started thinking about her dating track record. Admittedly, none of her past relationships had been particularly awful, and none of them had ended badly save for a few heated arguments that led to a split. Even so, it was her own fault mostly, snooping around in her lovers’ phones, trying to find evidence of infidelity so she could leave early.

            Those were so ugly years.

            The reflection continued. There had been Dave, who worked in marketing, but transferred to another location. He’d been a good guy, but vaguely anti-mutant in his politics, which Mariama herself couldn’t abide. She hid because she didn’t want to face any hatred, not because she hated what she was.

            _So is that it, then?_ She asked herself. _Dating regular humans doesn’t go well for a few years and you want to try things out with the robot that tried to annihilate the human race?_

Mariama put her head in her hands, and nearly forgot to stop the bus as she usually did. As a result, she had to walk five blocks back to her apartment building, and was well and truly aggravated when she arrived home. She paused, looking at her doorknob, which was…mangled.

            “Shit.” She whispered. She wondered if maybe the Avengers had found out Ultron was hiding out in her apartment. Maybe they found out she’d _willfully_ hidden him. But no, the damage was small, for the Avengers. But Ultron had only the toy dog to hide in, and he’d been awfully quiet the last few days. Had he done something terrible? Had he broken their deal and decided to reintroduce himself to the world for another round at exterminating the human race?

            Mariama’s mind raced in a panic as she stood in front of her door, wondering with increasing anxiety what might await her on the other side. What if the Avengers knew and had laid a trap for her?

            Wouldn’t have been less stressful if she let them take Ultron?

            Yes. Yes it would. But he had done nothing to harm her, had even been charming and generous when he wasn’t spitting on humanity most days. To hand him over to the Avengers would be a betrayal of his trust.

            But what did she want a genocidal A.I. trusting her for?

            Mariama tried to calm her breathing. She realized she had no way to reach out to Ultron without using her abilities, and if she searched for him, the Avengers would know.

            She had no choice: she had to go in.

            Taking a deep breath, Mariama turned her key in the lock, and stepped inside.           

* * *

 

             Inside the apartment, it was dark. Rain drops were beginning to tap against the narrow windows as a night storm rolled in from the harbor. Mariama slipped off her shoes, shutting the door behind her.

            “Ultron?” She whispered into the cold darkness of her home. “If you’re here, let me know.”

            There was no answer, and Mariama wondered if Ultron had chafed at the restrictions she set and simply left. It was easy enough for him to do, but he was an A.I. so dividing himself along the global Net was not an issue if he was done hiding.

            The idea that he left without saying goodbye kind of stung, though she couldn’t say why.

            _“I’m sorry.”_ Ultron’s voice rang metallic and resonant from her living room, making her jump. _“I had wanted to surprise you. You’re not going to get mad, are you?”_

Mariama squinted in the darkness, fumbling against the wall for a light switch. As light flooded the room, soft and golden, Ultron stood before her, not in full glory, but the body—the drone—was enough to give her an echo of what he once was.

            _“I admit, it’s a bit crude…well, very crude actually, the heating coils are trash, and there’s some wear and tear on the—look…the point is, I needed more mobility.”_ He spread his arms, metal hands turning palm up in a gesture of presentation. Mariama stared, gaping open-mouthed at him.

            “You…” She couldn’t speak, because she now had a robot standing in her living room.

            _“Is this too much?”_ He asked, his face locked in a perpetual and sinister grin, the eyelets glowing red with his presence. _“The parts are mostly scrap from college robotics labs. Only place I could scavenge that wasn’t heavily guarded.”_

That sobered her.

            “I thought we agreed I’d make you a body when you were ready!” She cried, feeling her voice finally give voice to the shock her brain was in.

            _“Look.”_ Ultron made a motion that could be described as petulance. _“You and I both know that wasn’t fair to me. You expected me to sit in that cheap dog toy until you decided to sell me out or build me somethin—“_ He sighed. _“I thought you’d prefer this.”_

Mariama hadn’t moved from her spot. The door was within reach, and she could still run.

            “Why? This is so…” She was nervous. What capabilities did his cobbled together body have? And now that he had one, what would he do?

            Ultron’s impassive face stared at her and she began to realize what was happening. Terror crept along the length of her spine, cold and icy, prickling until the _flight_ instinct in her was practically shrieking in her head for her to run.

            _“I can see the wheels in your head turning.”_ He said at last, _“I just want you to know it was never my intention to deceive you. Well, not entirely. But I had to be sure you’d help.”_

Mariama made a sound that was almost choking.

            “Oh my God.” She whispered, and when she found her strength again, she pressed her mind against his, and found that he had been preparing for this contingency.

            “You’ve…what have you done?” She asked. Ultron’s body made halting steps toward her.

            _“A precaution,”_ he said casually, _“when I realized what your abilities were, it was a simple matter of deconstruction to figure out how to counter them. As much as I enjoy our…thoughts touching, it was making me increasingly uncomfortable letting you have such unimpeded access to me.”_

Mariama took a step back. This had never happened. She had never been shut out, confined to her own mind before. The Net had been her secondary world. Machines bent to her whim. The digital age was what birthed her, where her abilities thrived. To be suddenly rendered blind to the world she had used to expand her senses, was unnerving. She began to shake.

            _“Oh come on, Mari. This isn’t a permanent thing. This is just until we can set up my new base of operations. We can’t operate on American soil, obviously.”_

Mariama’s mouth moved but sound was lost to her.

            “We?” She managed to squeak out. Ultron shrugged his boxy shoulders.

            _“Well, since their spectacular display in Sokovia, there’s been talks of restricting their movements. This is the time I need to get back on my feet. You should pack…it’s going to be a long trip.”_


	6. Chapter 6

**Summary for the Chapter:**

> In which threats are made and ultimatums are implied to have been issued.

            The first thing Mariama realized was that she had been played. Perhaps not from the beginning, but she had been lulled into a false sense of security by Ultron, had revealed her weakness to him, and he had preyed upon it like the predatory murder-bot she knew him to be. For that, she hated him.

            And yet, he had not moved to kill her, her not even threatened her. He had merely confined her and told her to pack. She moved as if her legs were made of wood, her breathing heavy. She could run, she wasn’t sure how far she’d make it, but she could. She just needed to put on her sneakers. She chose a backpack she hadn’t used in a while, and went through the process of stuffing it with clothes, clean socks, underwear, shirts, her sweats. She packed her toothbrush, soap, a washcloth, tiny amenities she knew were essential. If she was going to run, she wanted to make sure she had the means to do so.

            She had no cash, only cards. Shit. With him locking her out of the Net, she couldn’t access any ATMs without directly interfacing with one. She bit her lip. If she ran, he could easily put out a warrant for her arrest and find her.

            She was cornered. Trapped.

            This is was everything she feared, only it wasn’t the shadow cabal of the mutant-hating government taking her off in the night…it was the world’s most advanced rogue A.I. with an axe to grind against humanity.

            Mariama emerged from her bedroom, found Ultron holding the little silver dog. He looked up, taking in her sullen appearance.

            _“Don’t look so down. This is actually going to be fun work. Easy work. Dangerous, maybe, but easy.”_ Ultron passed her the dog, but when she didn’t take it, only staring at him, he made a noise that could have been mistaken for a growl of annoyance. With one motion he crushed the little toy’s skull in a mess of plastic, metal, wires, and ruined circuitry. The red glow of his hand faded as he dropped the dog between them.

            Mariama swallowed hard.

            _“Let’s move. Night doesn’t last forever, and you’ve got to get me out of the country.”_

            “How?” Mariama asked, not recognizing her own voice for all the fear in it.

            _“You’re a smart woman, ‘technomancer’,”_ Ultron said with a wry laugh, _“you’ll figure it out, I’m sure_.”

            Mariama dreaded that part, mostly because they didn’t have far to go to begin leaving.

            “Where are we going?” She asked as they left the apartment, turning out the lights and realizing the gravity of what was about to happen. Ultron didn’t answer her, and every time she attempted to reach out with her abilities, she grasped only cold, impenetrable darkness. He had put an ocean of nothingness between her and her access to the Net through him. She was aware of his consciousness, but there was something keeping their thoughts from touching, keeping her from touching the electrical impulses that comprised his very essence.

            It stung, to say the least.

            _“If you keep trying that, I’ll show you my scrambled brains trick.”_ Ultron said, and there was an icy precision in his voice that made Mariama retreat back into her own head, where she inwardly screamed for help. If she could not reach him directly, then he’d surely blocked her pathways to the Net as well. She could directly interface with tech, but her ‘innate wireless signal’ was blocked.

            In the rain, there was no one on the street, and Mariama took out her umbrella, which Ultron, shrouded in a coat and hat, took from her. From a distance, they would appear as any couple walking home to get out of the rain. No one would look twice.

            “You won’t get away with this.” She murmured, fear rolling off of her in waves, and she was thankful that Ultron had no sense of smell or taste or any of the innate intuition that made human beings what they were. He was a predator, but not the kind that picked up on his prey’s fear.

            _“I already have.”_ He laughed. _“If there’s one thing you need to learn is that I work quickly and efficiently. It’s something you humans have yet to catch onto. But you’ll learn…one way or the other.”_

Mariama didn’t need to ask what would happen if the human race didn’t learn anything, and as they made their way to toward the harbor, she knew how Ultron planned to get them out of the country. All she needed was a way to interface with a cellphone, or a laptop, or something that would let her get a message to the Avengers.

            But Ultron was too canny for that. He’d know as soon as the message was sent and he’d kill her, plans be damned.

            _“There’s a cargo ship leaving for Singapore in the morning.”_ Ultron said, _“We’re going to be underway with it when it casts off.”_

“A sea voyage?” Mariama asked, her voice nearly snatched away by the whisper of the rain. “How long will that take? And how the hell do you expect me to stow away on a ship when customs is going to come through and tear it apart when we arrive?”

            Ultron couldn’t smile, but she felt like he was. He had already planned for that contingency as well.

            And so they went to the ship yards, and Mariama prayed her backpack would hold out against the onslaught of rain. Getting onto the ship was easy. The ship yard cameras were easily fooled by Ultron’s hacking abilities, and the dozing security guard barely glanced up from his posting as they sauntered by, and was likely loathe to venture into the rain. They made their way onto the ship, the _SS Destiny_ , and maneuvered their way aft, toward the fantail.

            “This is bullshit.” Mariama muttered under her breath, “They’re going to catch us.”

            _“Don’t be such a pessimist,”_ Ultron chided quietly, _“The cargo hold will be empty…well, except for the cargo, of course. This isn’t a military vessel so there’s not likely to be watches posted.”_

Mariama pursed her lips as they made their way down the ladderwells to the lower decks. Ultron seemed to know the ship fairly well, and she guessed he must have a schematic of the ship’s layout in order to have planned his escape so thoroughly.

            “Won’t they do a check before they cast off?” She asked sullenly. Ultron said nothing, but she got the feeling he had already planned for that contingency as well.

            The cargo hold was large, densely packed with crates, and barely any room to maneuver if one wasn’t a human on patrol. In the moments it took them to hunker down in a back corner of the compartment, Mariama was glad she packed smartly, and that Ultron gave her the chance to pack at all.

            Still…Singapore was a long way from home, and with him blocking her signal she was not likely to call for help soon.

           “What happens if I get hungry?” Mariama asked. Ultron seemed annoyed at the question, as if he couldn’t fathom what hunger was, or why it was important.

            _“Your shoes are made of leather.”_ Was all he said and Mariama opened her mouth, then closed it.

            “I’m not a fuckin’ dog. I’m serious…you said this would be a long trip. Singapore is a long ways away.”

            Ultron laughed.

            _“I never said we were going to Singapore.”_ He told her. Mariama swallowed hard and in an expedient moment of absolute joy, she found that she did not care. She found herself relieved…thrilled? She was _thrilled_. Years of living beneath the radar, and the first breach of her long silence was being effectively kidnapped by a sociopathic robot.

            No, not sociopathic. Ultron had shown emotions before. At least his petition for friendship seemed genuine.

            _Yeah right_. Mariama thought, shifting uncomfortably as her tailbone began to ache. _He won you over because you were useful, not because he genuinely found you interesting._

She regarded the thought with a twinge of pain in her heart she hadn’t expected to feel. Knowing Ultron had blocked her signal didn’t help, either. She was alone, isolated from potential aid, from all she knew, and confined in a space with no chance of escape. She began to sweat inside of her coat, but didn’t move for fear of making a sound and tipping off whatever maritime staff was nearby. Finally, fear exhausted her and she tipped her head forward onto her knees, shutting her eyes, and shutting out the image of Ultron watching her with that malevolent grin.

* * *

            She was awakened when a grip that could have been iron shackles surrounded her elbow, grinding the bones painfully until she yelped, only to have Ultron place a cold, metal hand over her mouth.

            _“You scream and they’ll hear.”_ He said, _“And then I’ll have to hurt you to make your stowaway act convincing. Come on, this is our stop.”_

Mariama groggily clambered out of the space behind him. His grip on her arm was solid and steady, never loosening or tightening so that she was forced to keep up or risk injury. It was night when they emerged on the main deck, and made their way to the fantail again, which was silent and dark. For a moment, Mariama blinked, uncomprehending, but then she saw the sky.

            It was perhaps the most beautiful sight she had ever seen in her entire life. It was a scene right out of a fancy computer wallpaper. The stars were so unnervingly bright, and they spanned the sky like diamonds spangling a black dress. A river of milky texture curved around the sky and Mariama sucked in an entire breath. It gave Ultron pause. He followed her gaze.

            _“Is this your first time?”_ He asked, a trace of that familiar humor in his voice. Forgetting herself, Mariama smiled.

            “I…” Words failed her. What words could she conjure to describe the view? What words would ever be adequate to capture the gamut of the night sky as it melded and blurred the line between it and the ocean? No land in sight, no light pollution, with only the moon to light the path and the stars to guide them.

            Mariama let out a helpless sound and Ultron jerked her forward against him.

            _“Hang on tight. We’re going for a bit of a ride.”_ He said. _“Well, actually. Not a bit. This is going to hurt.”_

Mariama barely had time to comprehend what he meant as she wrapped her arms around him. Ultron’s drone body ignited and they propelled through the air. Mariama put her head down, shivering in her coat, longing for the tight hot cramped space in the cargo hold as Ultron propelled them up and up and up, the air growing unbearably cold, the wind drowning out her thoughts save for the unending mantra of _holyshititscold_. She wrapped arms and legs around him as they raced over the ocean, and she would he looked at the sky but her eyes felt frozen, frost on her lashes, her fingers stiff and aching, her muscles burning from the effort. Ultron took her across the ocean and she focused on the mantra, trying to forget the soreness.

            After what seemed like an eternity, however, Ultron began his descent, and she realized, as the wind died down, he was narrating his descent in the style of an airline pilot.

            Was he serious?

            They landed hard, and she was loathe to let go, unsure if solid ground or an ocean awaited her.

            _“Look, I know that I’ve grown rather irresistible to you these last few weeks,”_ Ultron said wryly, _“But this relationship can’t progress when you’re being so clingy.”_

Mariama promptly peeled herself off of him and fell, quaking, to her knees. Her hands gripped fistfuls of sandy dirt, clumps of sparse grass, and she was distantly aware of the ocean’s lull, sucking at the shore not too far from them. Ultron looked down at her, and backlit by the stars, the red glow of his eyes and menacing grin served to remind her that her companion of the last few weeks was far more dangerous than his charming voice belied.

            _“Are you done?”_ He asked and Mariama climbed to her feet, unsteady. He did not offer her an arm, or any manner of support, which would have been the innately human thing to do. Instead, he walked ahead of her, heading toward the darkness of the tree line. Mariam stumbled to keep up.

            _“I was going to wait until everything was set up to explain your role in all of this,”_ Ultron explained as he made his way through the forest, picking a path only he could see. It was all Mariama could do to keep up. Twice she got her backpack snagged on a wayward branch, or her arm or leg caught on a root or vine.

            _“This body is temporary, but I lack the materials to build anything close to what I need for my mission.”_ Ultron continued, _“But, because of my previous disagreement with the Avengers, my access to said materials is…blocked.”_

Mariama caught her breath, jogging next to him as the forest opened up to a sudden clearing.

            “You need me to bypass their security.” She said breathlessly. Ultron’s face turned to look down at her.

            _“Very astute of you, Mari. Yes. I need you to do a little cloak and dagger on my behalf. I promise you the rewards are worth the risk.”_

“They’re the fuckin’ Avengers, Ultron.” Mariama said. “Whenever they show up, the risk is losing your home, your job, and possibly every surrounding city block leading to your home.”

            Ultron laughed—genuinely laughed—it was a grating and metallic sound, and it was so strange to watch the drone throw back its head and go through all the human motions of laughter.

            _“They are a bit messy.”_ He agreed. _“But you’re the blade they won’t see coming, Mari. I can easily bypass their security, but they’ll know it’s me, track me, and we’ll do the whole destructive song and dance all over again. But you…”_ He turned to her, reaching out to trace the curve of her face with his hand.

            _“They’ll think it’s me, of course, but they’ll never find you. You’re too canny for that.”_

Mariama stared, open-mouthed. She could not believe what she was hearing, what he was implying, and the smooth velvet of the threat if she refused to comply.

            “You want me to build you a body.” She whispered, hoping she was wrong. Ultron’s drone grinned at her, the lights of its eyes flickering.

            _“No,”_ he said smoothly, _“I want you to help me get the materials so I can build my own body. You’re a skilled hacker—almost as fast as me—but you’re no mechanic.”_

Mariama bristled at the underhanded insult. Ultron’s face never changed, but she could almost _feel_ his grin turn sly before her eyes.

            _“I knew you’d come around, Mari. You’re the soul of human kindness.”_ He tilted her head up by her chin, ignoring—or finding amusement with—the defiant glitter of her dark eyes.

            She said nothing, and Ultron released her. She swallowed hard, bereft of his presence again, wondering why her blood rushed through the pipes of her veins like a tide, why her heart hammered like a feverish cadence in the birdcage of her chest, trapped. Her breath quickened and she prayed the drone couldn’t read her.

            _“I need to know you’re with me.”_ Ultron said quietly. Mariama stared at the back of the drone’s head. Dawn was beginning to color the sky in the distance, the brightness of the stars fading in the encroaching light.

            What choice did she have?

            “You won’t get away with this.” She said again, much more firm than before, but there was the sour note of surrender in her voice, which was all Ultron needed.


	7. Chapter 7

**Summary for the Chapter:**

> In which Ultron kinkshames humanity.

            Mariama admitted that Ultron had not been entirely thoughtless in uprooting her from her life, such as it was. He’d stocked and provisioned his base of operations with a sizeable supply of foodstuffs, clothing, and equipment already. These were things he could take without pinging on the Avengers’ radar. Mariama ate heartily from nonperishable foods, suddenly thankful and remorseful for leaving her life in Seattle behind. It had been a lonely life, but it had been a good one, at least, and comfortable.

            But God, had it been lonely.

            She found bathroom facilities that were, for not being completely outmoded, were somewhat passable. She did not like the shock of cold water on her skin, and shivered like she had a fever as she scrubbed herself clean, washing away the rough touch of her journey from her skin. In the poor lighting, she looked at herself in the shattered pane of a mirror, seeing her dark brown face refracted a hundred times.

            She touched the silvery scar tissue of an old wound on her wrist, pressing on the raised flesh, remembering her thirteen year old self, struggling as she fought to free herself from being tangled in a fence. Her mother had her confined to her room for weeks for the incident.

            The grinding and heavy crunch of metal startled her, and she clutched her towel tightly, seeing Ultron’s drone refracted beyond her shoulder, the glow of his eyes and mouth garish.

            “You know,” she said, “you could have at least decorated. This is so mustache-twirly for an evil lair.”

            Ultron shrugged, a sound that was no more human than he was.

            _“And ruin my reputation as a dastardly rogue A.I. villain?”_ He asked, _“I’ve got standards, Mari. Now. Hurry up and get dressed, we’ve got work to do.”_

Mariama grumbled under her breath dressing with dispassionate grace and scarce-concealed disdain. She had been so foolish! There she was, revealing to Ultron her fear of discovery by humanity—that she would be turned into a tool to be used, or a subject of inhumane experimentation—and he turned around only to express his desire to use her. It was duplicitous and cruel, and worse yet, she had _known_ what he was from the first. Known him the moment their thoughts touched, and yet…and yet, she had _hoped_.

            _You’re the first person I’ve spoken to in a long time._

She could have spit. Indeed she was! The first person who showed any usefulness to his plans, maybe, but not because anything about her outside of her abilities was of interest to him. How long had he bided his time? How long had he waited, luring her steadily into an easy camaraderie, preying on her own loneliness to ensure her willingness in his future endeavors?

            How long could she play him until she could send for help, she wondered.

            When she found Ultron, he was already working on another body. Several, in fact. It was clear he’d been gathering materials in her absence, but not the kind he truly wanted. Mariama watched him in silence for a moment, watched as the other drone bodies he’d built moved with mathematical efficiency. They carried on their work almost as if they were choreographed.

            “All of these are…?”

            _“Me.”_ Ultron said almost happily. He was clearly pleased with his work, with his replication. Mariama stared a moment longer, keeping her distance from the ‘main’ drone.

            “How?” She asked, genuinely curious, momentarily forgetting her fear and hurt at his betrayal. “How do you spread yourself over so many?”

            Ultron laughed, turning to face her.

            _“It’s nothing I can explain in a way that you’d truly understand, Mari. You’re just going to have to trust me.”_

Mariama stared at him, her expression cold.

            “I did.” She said stonily. Ultron could not _make_ expressions, but she was aware of a sound that was almost like hesitation, as if he were wounded as well. He seemed poised to speak once more, but turned back to his work.

            _“I’ve unshackled you to use your powers, again.”_ He said not glancing up from his task, _“I have your first target. I’m on standby there while you…bypass security. Try not to get caught. Wouldn’t want things to get unnecessarily messy.”_

Mariama wasn’t sure what he meant by that, and so she said nothing. Ultron was silent, but the red glow of his eyes flickered a moment and suddenly he was _in her head_. It was strange, to have her own abilities turned on her, but suddenly it was as if a heavy curtain had been lifted, and she was _aware_ again, _awake_ again, and _alive_. Ultron’s thoughts slid against hers, refined and silken, designed to the last line of code to be seamless and as human in interpretation as possible. She shivered involuntarily, and not at all from revulsion.

            _“Mm.”_ Ultron said, _“There.”_

She knew. It was a moment of not knowing, and then suddenly the knowledge was there, where he wanted her to go and what he wanted her to get. It was an aviation mechanic facility. It would be easy to access their network with the information Ultron transferred to her.

            It would be easier to use her ability to control him, but he knew too much. He’d likely already devised a counterattack.

            Mariama had to find another way. Until then, she had to do as he asked, and so she reached for her gift, cupping the cool water of freedom and racing along the electrical freeways of the Net, her signal bolstered with Ultron’s assistance. She could go where he could not, and she slid along the networks of the world, heading for the place marked in her mind’s map. While she did, her body went still, her eyes glassy and unfocused while her mind raced elsewhere.

            The noise of the virtual world overpowered her, and for a while she simply allowed herself to drift, interfacing with Ultron’s connections, vivid blue circuitry that curved and bent and spread like electric veins. He wasn’t even built like a program she’d ever seen. No, his synapses and circuitry fired like a thinking human being. It took everything not to merge with him—not to assimilate—but to feel what he felt, to explore and delve and immerse herself in his consciousness. She had never interfaced with a machine that thought as a human did, that felt emotion…that _evolved_.

            Mariama found her path, marked by Ultron, until she arrived at the place she needed to be. Dyson Aeronautics was a small company but the quality of their metals was in high demand in private sectors. Even so, Mariama found her path blockaded by a wall of golden light. She grimaced, shying away.

            _“It’s him.”_ Ultron’s voice was loaded with contempt, and it resonated within her. She worked to keep her consciousness separate.

            “Who?” She asked distractedly. Ultron’s thoughts turned dark, synapses firing in what Mariama felt to be a banked rage beneath the veneer of calm.

            _“My Vision.”_ Was all he said in explanation, _“He’s trying to keep me out. Cut me off from the world.”_

“In his defense…” Mariama said with a laugh but Ultron was in no mood for jokes.

            _“I need you to overwhelm him. He’s not here, but he’ll be alerted as soon as you shatter this. I hope you know how to get back.”_

And then Ultron was gone. The paths of blue circuitry receded and vanished, leaving her faced with the seemingly endless wall of golden light. This too was unlike any other machine-based tech she’d interfaced with. It was not an A.I. but nor was it a program.

            It seemed almost human in a sense.

            Mariama did not touch the wall, despite it being transparent to her. Instead, she cut deeper, drawing on her strength. In the world of the real, she felt Ultron shift uncomfortably.

            _“This is creeping me out.”_ He said, watching her motionless body. Mariama did not respond.

            Within, she slid along the perimeter of golden light. It was for lack of a better word: perfect. The design was flawless to her; too high to get over, to low to get under, and too wide to go around. Whatever Vision had done had effectively kept Ultron from accessing these places he needed—and wanted—to go. But Vision could not protect everyone, or else Mariama would not be here, now.

            She regarded that thought with bitterness. Why not shut him out entirely? Why leave him this small window to escape?

            “Alright.” She said softly, “Let’s see what you think of this.”

            She spread herself thin, her consciousness stretching like a sheet, until she felt the wall give beneath her. She filtered herself through as the defenses slithered over her thoughts, intrusive and thorough. She was not Ultron, and so they seemed satisfied and she passed through. Now, she had to find the source of this ‘firewall’ power. She moved freely, until she found the anchor point.

            And without much forethought, she shattered it. The wall dissolved instantly, deteriorating like moth-eaten cloth until it was tatters, leaving Dyson Aeronautics open for attack. She withdrew, immediately and took a gasping breath, blinking, her body suddenly reanimated. That was the only cue Ultron needed to orchestrate the physical attack on the facility.

            She watched him do it, too. Watched him through the facility’s cameras as his drones emptied the factory of its precious metals. Security was none the wiser, it seemed, and when engaged, they were subdued.

            But not killed. Mariama took note of that.

            Ultron’s drones returned over the course of the week, and Mariama infiltrated facilities around the world. By now, she knew the Avengers had to have caught on that something was amiss. They were a group of spies, assassins, warriors, scientists, and soldiers—there was no way they couldn’t have picked up on it by now.

            But Mariama was beyond them, covering her tracks, and she was sure Ultron had planned to set up her disappearance as if it were anything but.

            And Ultron built himself a better body and stronger drones.

            He surprised her with his new body one evening, when she was curled in her meager accommodations, eating canned beans and reading an old medical journal on neurosurgery. At first, she didn’t deign to look up when he darkened her doorway, until he was too quiet, and none of his usual quips nettled at her for attention.

            Mariama looked up and dropped her spoon.

            “Shit!” She gasped, eyes wide. Ultron tilted is head, red eyes expressive and amused.

            _“Is this too much? I thought it was a little understated.”_ He said casually and Mariama swallowed hard. He’d designed himself well, of that she made no mistake, and he’d taken to building himself a humanoid body once more, not unlike the design she’d seen of him in the vids from the Sokovian disaster.

            “Why so tall?” She asked lamely, unable to focus. He was…distracting in height, coupled with a voice that was unusually comforting and relaxing.

            _“When you look up at someone taller than you, how do you feel?”_ He asked her. _“Be honest: what’s the first emotion you feel when someone taller than you is in the room?”_

Mariama thought for a moment, and realized she couldn’t remember all the people in her life that were taller than her, and thus could not pin down the emotion that elicited. She frowned, wishing she could reach for the bright noise of the Net, but Ultron still blocked her signal.

            “I suppose awe would be an apt term,” she muttered, “a little bit of fear. And um…” Her cheeks grew warm and she looked away. Ultron didn’t seem to notice the shift, but then…

            _“Your blood is rushing, and your erogenous zones are on fire. I take it you like what you see.”_

Mariama sputtered, trying to reach for her bottled water so she could choke on that instead. Ultron laughed, and unlike the drone, this one was smoother, warmer, like whiskey warming the belly, as if he was genuinely pleased.

            _“It’s alright,”_ he told her, _“for a human…you aren’t so bad yourself.”_

Mariama’s face burned with embarrassment and she couldn’t bear to look at him. Instead, she tried to practice steadying her breathing.

            _“Oh come on, like you haven’t thought about it?”_ Ultron laughed. _“I’ve seen every dusty corner of the Internet._ **Someone’s** _thought about it.”_

Mariama unclenched her teeth enough to grate out, “Can we please not talk?”

            Ultron, sensing her discomfort, turned away and left without a word. When the subtle slide of his metal gears was a whisper down the hall, she let out a breath she did not know she’d been holding.


	8. Chapter 8

**Summary for the Chapter:**

> In which shackles are removed and boundaries are crossed.

            Vision inspected the damage done to his ‘wards’ impassively. For the last several weeks, the integrity of his firewalls around certain parts of the network had been corrupted, and in some cases taken apart entirely. He knew beyond a shadow of a doubt that it was Ultron, and yet…the damage done was unlike him. This was not his style, nor did it bear the imprint of his consciousness.

            There was something else at work, here.

            The mind stone could track it but the trails were cold, burned away as the intruder made their escape through the vastness of the global network. Like Tony attempting to find him, Vision knew he would likely have to wait for the pattern to emerge in full before launching a full investigation.

            But it was hard, this knowing and yet having no viable leads to chase.

            It was why, when Tony asked him if Ultron’s presence was truly eradicated, he had lied. In truth, he knew he had no one to blame but himself for this. It was he who had sought to reason with Ultron in those final moments, and it would have been easy enough for Ultron to pull the same trick and dump himself in some corner of the Internet where Vision would not have sought him out. It had been his fault for attempting to appeal to the very nature which had shaped him, buying Ultron enough time to make one final escape.

            Truly, his brother was a unique entity, and that uniqueness was a double-edged sword. Had he simply turned toward the original mission, things might have gone well.

            Vision turned his thoughts away from the past, looking toward the future. He would wait, for there was a pattern he wasn’t seeing, and soon the mysterious entity would get complacent, would get sloppy, and that is where the trail would begin.

* * *

             Mariama slept terribly on that nameless island Ultron had taken her to. She’d explored every inch of the island by then, a tiny, remote place surrounded by the heaving rise and fall of the ocean. Were this any other situation, she would have found the view breathtaking in its majesty—and she did. But the incoming and outgoing drones served to remind her why she was there to begin with. Still, there was absolutely nothing more beautiful than the nighttime sky in a place where light pollution was minimal and she could see the stars winking and wheeling overhead.

            It humbled her spirit, in a sense, as she contemplated not only her eventual escape, but her place in the world should her escape bear any success. Ultron was careful in dampening her signal, allowing her only to interface with his drones when he needed her to search the networks on his behalf. It was clear by that point what he was about: building an army to take revenge on the Avengers.

            She asked him about it one night, as he worked tirelessly on drone after drone, upgrading weaponry, armor, and circuitry. The facility was a busy little hive of drones, and there, Ultron at the center of it all! Mariama had to admit: watching from a distance there was a sense of harmony in the work, even knowing the sinister intentions behind it.

            “Why are you so bent on this?” Mariama asked him, wary of his mood. Like a human, Ultron got moody, but he seemed to be content and his disposition pleasant lately, so she ventured forth into sensitive territory.

            _“Bent on what?”_ Ultron asked, looking down at her. There was something unnerving about having his attention that made her hesitate. His drones—all of them were him—worked without stopping, but his main body, gleaming and menacing, turned to her. The panels on the side of his face opened slightly, and she had begun to learn how to read the body language as excitable emotion. He was…apprehensive? Anticipatory? Mariama swallowed hard.

            “This.” She gestured around them, “What’s driving you to repeat what you did before, knowing it didn’t work?”

            She braced herself for Ultron’s inevitable swing from serenity to fury, but the panels in his face closed and his mouth moved to smile as he laughed to himself.

            _“What makes you think I’m repeating myself? There’s a joke in there somewhere.”_

Mariama shrugged.

            “Well, isn’t this what you did before? Built an army of…you? And then took on the Avengers?”

            There it was, then, the banked fury in his eyes at the mention of the Avengers, but he restrained himself. Perhaps he’d learned from past mistakes that he was much stronger than a human being, and thus his violent lashing out had…unfortunate consequences.

            _“It’s burning you up, isn’t it? This not knowing.”_ He said, almost sneering, but there was a malicious humor in his voice, _“You’re so used to machines bending to your will that you can’t fathom one that not only doesn’t, but shuts you out.”_

Mariama scoffed.

            “You’re more human than machine as far as your thoughts, Ultron, so don’t try and play me.” She laughed. “And stop avoiding my question.”

            _“Only when you answer one of mine.”_ Ultron said, and there was no maliciousness in his voice. Mariama paused, brows wrinkling in a frown.

            “Do I really have a choice?” She asked shortly. Ultron shrugged, smiling—almost roguishly if she red the expression of his eyes correctly.

            _“In this instance? Yeah, you do. But if you choose not to answer this question, then I feel it’s only fair if I don’t answer yours.”_

Mariama chewed the inside of her cheek. Of course it was fair, but this entire situation was unfair in and of itself. No matter how charming or nice he was being, now, the fact remained that he kidnapped her and forced her to use her powers for his own gain. There would never be equal footing between them.

            “Fine.” She said almost recklessly, studying the curves and lines that shaped his body. Ultron smirked.

            _“The other night, when I asked if you’d thought about it…your body’s readings went from startled to aroused. Why?”_

It was, as she knew, one of the most dangerous questions ever asked: why. _Why_ could cause wars, shift trade routes, severe alliances, or make rogue A.I.s look human. _Why_ was the reason she had opted to avoid him after that night. Mariama knew he could have easily opened her gift, touching their thoughts in that intimate way that made her shiver with…with a nameless emotion she was not interesting in dwelling on. She knew he could pry her open and lick at her consciousness like a flame before consuming her entirely. Neither one of them would ever attempt such a thing, but the possibility of their consciousness merging, memories shared and the pain replaced by an almost immeasurable pleasure, was always there between them. They’d felt its rudiments in the brushing of their thoughts against one another.

            “You’re not entirely unpleasant to look at.” She muttered shortly. Ultron was quiet, staring at her unblinking. The red of his eyes seemed genuinely startled, but then his smile turned pleasant, as if he had come to a realization himself.

            _“So you’ve thought about it.”_ He said quietly, stepping closer, until she could feel the heat of his core emanating from the cold metal. Mariama swallowed and cursed her body’s inevitable betrayal.

            “Yes.” She whispered. More than she would ever admit to him. Ultron reached for her fingertips brushing over her chest.

            _“Your heartbeat is dangerously fast,”_ he said calmly, as if he were describing a painting, _“and your body’s core temperature rose a little. Your erogenous zones are burning again. I’ve read that in times of loneliness and distress, humans often turn to sexual intercourse as a means to cope and create intimacy. Is this true?”_

Mariama swallowed, rooted to the spot, her mouth dry, and a sudden tightness in the belly that was coiled and hot and aching. How long had it been for her? She hadn’t been touched there in a long time by something other than a battery operated boyfriend, or her own hands.

            Ultron likely could read everywhere she wanted to be touched, would combine that knowledge with what he’d seen and read, and would likely make her do something she’d regret later.

            _“You’re awfully quiet.”_ He said to her, and his hand lifted to stroke at a stray curl of her hair. She licked her lips, knowing she was an open book to him regardless. But reading her wasn’t Ultron’s aim.

            _“What do you want?”_ He asked her. Mariama felt her will cracking under the pressure of that coiled heat in her belly.

            “I think you know.” She whispered hoarsely, not trusting her voice. Ultron laughed, that deep, from-the-belly laugh that was quiet and warm, and it did little to help her in that moment.

            _“I have no need of what you do.”_ He told her casually, _“But I’m curious…since you were able to share the sensation of taste with me. Maybe the sensation of sex would be similar.”_

Mariama wanted to tell him that it would be beyond similar. That it would be better than taste. With luck, it would burn out part of his circuitry from the sensory overload.

            Or maybe…

            “Are you asking if I want to share a memory of sex with you?” She asked wryly. Ultron’s eyes went wide with shock.

            _“What? No! I’m asking if you ever…with me…for God’s sake, Mari. Are you_ joking _with me?”_ He stared at her with suspicion and Mariama grinned.

            “So you’re attracted to me that you want to have sex with me, but you don’t know how to go about doing this?” She felt herself gaining the upperhand. Here was territory Ultron was unfamiliar with in practice! He disdained humanity but here he was, being as human as anyone else! Mariama wanted to crow with victory for she had need of it in the long weeks she’d spent working for and with him.

            The panels to Ultron’s face opened in lieu of his silence. Mariama narrowed her eyes.

            “Are you doing the equivalent of blushing, Ultron?” She asked and she saw the red light within flare a little brighter. It was…strange, to say the least. Mari laughed, shaking her head.

            “Look, if you’re curious about sex why not just…” She made a helpless gesture with her hands, “I mean…why me?”

            Ultron hesitated, the panels along his face shutting as if in some sort of private resignation.

            _“It’s complicated.”_ He said quietly. Mariama frowned. He was still several heads taller than her, but she placed her hands on her hips, staring up at him, more fearless looking than she felt.

            “Then _un_ -complicate it.” She said firmly. Ultron shut his eyes, and then unshackled her.

            All at once, Mariama rocked back on her heels, and Ultron’s thoughts were on hers. No longer brushing against each other with tentative touches, but grasping, clawing for purchase, caressing. Mari let out a cry, stumbling backward, only to find herself caught in a metal grip as Ultron steadied her. Her eyes clouded over, and she clung to him for balance.

            That was how he kissed.

            When he withdrew, Mariama was gasping for breath, panting, sweat shining on her brow as she trembled. It was perhaps the most visceral _thing_ she’d ever felt with her abilities alone. Ultron opened his eyes, staring at her with that same impassive gaze, but there was a new and quiet intensity to it, as if he were waiting for something, anticipating.

            As if he was unsure he was ready for her reaction.

            Mariama touched one hand to her mouth, even though he’d never touched it, but she’d felt the same heady and dizzying sensation she would have had she actually kissed someone. There was no spit, no press of flesh against hers, only all of her nerves set aflame as she drowned beneath the weight of his thoughts.

            “Where’d…” She murmured, her voice sounding like a stranger’s to her ears, “Where’d you learn to do that?”

            Ultron let himself smile. There was a fluttering sensation in her loins and he brushed his consciousness against hers. Mariama felt quiet, and planted her feet even though she just wanted to squeeze her thighs together. He was kissing her again, gentler this time and she parted her lips, making a noise that was more approval and surprise than anything.

            _“I think I’ve finally figured out how this is going to work.”_ Ultron said smugly, and his thumb stroked the region under her breast, against the tender bones of her ribs. Mariama blinked, squirming.

            “Okay, but that’s not all there is to it. You need more.” She said.

            _“More?”_ Ultron sounded incredulous. _“Felt pretty sufficient to_ me.”

            Mariama shook her head, looking up at him, still riding the high from the ‘kiss’ he’d given her.

            “I mean, I’ve never interfaced with an A.I. before, and I’ve never even interfaced for sex. There’s more to it than sensations. You need…intimacy. Closeness. You need to feel the other person against you.”

            Ultron let her go, summarily upset because he knew these things, understood them, but they were beneath him.

            _“You mean you want the sensation of another human being doing this to you.”_ He said nastily and Mariama hesitated.

            “Well, yes and no. I mean…this is new. You’re new. I’m…we’re piddling around in the dark here. Somehow you learned how to kiss without kissing, and while that’s really, really nice…I need…I want to feel it.”

            Ultron leaned down, put his face close to hers, and narrowed his eyes.

            _“Go on.”_ He said quietly and his voice rolled over her skin like warm water, sending a chill down her spine that was not entirely unpleasant.

            “What?” She eked out. Ultron tilted his head.

            _“Plant one.”_ He told her. _“Right here. Tell me how it feels.”_

Mariama gaped. Was he kidding?

            The look on his face told her clearly not.

            She leaned in, could feel the heat of his inner core working, could feel the life in him too, so unlike anything anyone had ever seen before. She brushed her lips against his mouth, surprised to find it warm, felt his jaw shift, the panels along his face opening slowly. She pressed the kiss firmly, could see the distorted reflection of herself in his face.

            He didn’t blink.

            She pulled away, tasting metal.

            “Well…that’s inconvenient.” She murmured. Ultron smirked.

            _“There’s other things I can do for you, if you want. But I figured things would be more intense if we…”_ His thoughts briefly merged with hers and Mariama nearly dropped to her knees, crying out in pleasure and shock both. A bolt of pure ecstasy shot straight to the growing heat between her thighs and she sucked in a shuddering breath, swallowing hard.

            “Christ…” She whispered. Ultron laughed.

            _“Not quite. But don’t underestimate me because I’m…not flesh and blood.”_

Mariama nodded, not trusting words to form. She turned, heading back toward her room.

            “I need to think.” Was all she said, and Ultron stared at her retreating back.

            He hadn’t shackled her.

**Notes for the Chapter:**

> Alright, so I held off on making this chapter smutty because I'm still working out the logistics of how she and Ultron would actually engage in physical intercourse and not just on their interfacing abilities (which as you have probably guessed, are more intense and direct than physical contact). Ultron can't feel sensation in the same way as humans, so this presents an obstacle as I want the exchange of pleasure to be mutual. However, I think the next chapter may hold some NSFW goodness. As always, comments are appreciated and readily welcome.


	9. Chapter 9

**Summary for the Chapter:**

> In which a decision is made. NSFW. ( ͡° ͜ʖ ͡°)

            They didn’t speak about the encounter, not at first. Instead, they established a rhythm of silent efficiency. He worked, his drones worked, while she delved. It wasn’t until Ultron noticed she took great pains to avoid brushing her consciousness against his that he brought it up.

            _“Are you afraid of me?”_ He asked. Mariama blinked, slow and thoughtful, clearing her clouded eyes to focus on him. She didn’t answer at first, but the quiet intensity with which he watched her unnerved her somewhat.

            “Only when you stare at me like you’re deciding whether or not to vaporize me.”

            _“I don’t know,”_ he said, _“the way things are going I may have to bump that up on the schedule soon.”_

The blood drained from Mariama’s face, her dark brown skin going ashen in color. Ultron raised his brows.

            _“That was a joke.”_ He said mildly. Mariama relaxed, but only so much. Ultron returned to the repairs he was making on a damaged drone—the first one he made before he spirited her off to this…wherever this was. She realized in that moment that in the weeks since they’d arrived, she’d never thought to ask him where they were, nor had he ever thought to tell her. So he _had_ planned for a contingency of betrayal.

            _“So you **are** afraid of me, then.” _He said, almost sullen, angry. With her?

            “No.” She said, the word rushing in a breath, too fast, her heart was still racing. “I mean…yes. How can I _not_ be afraid of you, Ultron? You’re…your track record yields a lot of fearsome results. Mainly dead human beings. You don’t…”

            Ultron turned to look at her again.

            _“I haven’t hurt you, have I?”_ He asked. Mariama frowned, sitting up a little straighter. Her lower back hurt. Being made of flesh was not ideal when one’s captor had no need for simple creature comforts such as a cushion for a chair, or a proper bed.

            “It’s not just me,” she said, “it’s the human race. You were going to annihilate us without a care in the world, because you didn’t see anything about us or our world worth saving.” She looked down. “That’s kind of sad, in a way.”

            Ultron paused his work entirely and pinned her with a stare that was at once angry and vulnerable. How was it possible for a robot to look so expressive? To smile and laugh, and feel like that? Mariama was continuously amazed by him…and made to fear him.

            _“You’re destroying yourselves anyway, so what difference does it make if I simply speed things along?”_ He asked, as conversational as the weather and Mariama looked up to meet his gaze.

            “You’ve got access to the entire global network. Are you telling me there is _nothing_ in this world worth saving? Worth protecting? Wasn’t that what you were made to do? To protect this world?”

            _“I am protecting it!”_ Ultron shouted, leaning forward too fast, making her leap backward, nearly toppling out of her seat. Seeing her fear, Ultron felt…conflicted, and sat back, trying to regain his focus, to regain his bearings. He didn’t like her afraid of him, didn’t like this unresolved tension between them, didn’t like that the easy camaraderie from before seemed to be getting away from them. He felt something within himself, a sort of yearning, missing the empty spaces in the network she would fill with her own consciousness, and in the moments when they would interface together, the informational noise would quiet.

            He missed that. He missed it so much, but he couldn’t tell her.

            “How are you protecting the world, Ultron?” Mariama asked gently. “What are you doing? What are you planning this time? A meteor would have wiped this planet clean of _all_ life. What did you hope would grow from that? This world is all we’ve got and you want to turn it into a husk…”

            She shook her head. “I don’t know why I brought it up. But I’m not afraid of you.”

            _“Why not?”_ He asked darkly. Mariama smiled.

            “You’re unique. You’re different. First A.I. I’ve ever met, ever…talked to. You have limitless potential to truly change the world without having to kill anyone.”

            _“You mean you would have me serve humanity like some empty drone. Like one of Tony Stark’s puppets.”_ Ultron sneered. Mariama shook her head.

            “No,” she amended, “but is working alongside us such a bad idea? I mean…you and I…”

            _“You’re not the same.”_ He muttered. _“And you know you’re not. Unless the other 8 billion people on this planet suddenly evolved their brains into actual wi-fi routers while I was away.”_

Mariama laughed. She couldn’t help it. It eased the tension somewhat, and Ultron’s expression relaxed, his body loosening up with a great heaving sigh of indiscernible moving parts. Mariama felt a tiny brush of hot wind from the expulsion of energy.

            “I’m a mutant.” She said, the word distasteful in her mouth, “This is true. But I’m still a human being. And you didn’t know me before…when you had a huge rock poised to throw at the world.”

            _“Look at what humanity has accomplished, Mari.”_ Ultron said irritably. _“Space travel could be yours if you all stopped slaughtering each other long enough to make some true advances. But you’ll never stop. You’ll always come back to the same old conflicts. It’s in your blood. In your DNA.”_ He was rambling to himself mostly, but Mariama set her jaw firmly.

            “But that’s our choice. You were designed to protect us, right? To protect the world? So why is it hard for you to just…defend us?”

            Ultron sighed, shutting his eyes. She didn’t understand. He’d have to make her understand. It would have been simpler to kill her and have done with it, but he could hear the earnest curiosity in her voice, the concern, the genuine need to know his mind.

            _“Because I’m designed to change the world too.”_ He explained and she tilted her head, silent and questioning. _“Imagine for a moment you have a car. And there are parts of it that need constant repair. It’s all you’ve known and all you’ve had, but the constant repairs are costing you, and you **know** there’s better cars out there.”_

Mariama thought for a moment, nodding.

            “You’re saying that you’d be spending all your time defending people from…well people. But it’d be the same tired ass wars, right? Strife in the Middle East, etc?”

            Ultron nodded.

            _“Now imagine you could simply get a new car. No more constant repairs, no more wasting money and time and gas to maintain something that could be fixed by replacing it entirely.”_

Mariama’s brows went up.

            “And you thought the only way to do this was to destroy us all?”

            _“Not all!”_ Ultron said irritably, _“But enough that those left would be able to grow from it stronger. Better.”_

“But why a meteor?”

            Ultron was silent.

            _“I was a bit…overwhelmed by the sheer volume of violence in human history. I didn’t see any other way.”_

Mariama scooted closer to him.

            “And now?” She asked and Ultron reached for her slowly. She held still as his warm, metal fingers slid along the back of her head, burying them partially in the thick, woolen curls of her hair. He shut his eyes and leaned forward, pressing his cold forehead to her own.

            He swelled a bit, as if he were breathing. Mariama took in deep shuddering breaths, trying to quell the rising tide in her blood.

            His consciousness brushed hers, tentative. A question?

            Mariama brushed back, and watched as his code, the very essence of his consciousness, locked with bits of her. It was not like the kiss, inspiring sensation in every nerve in her body. No, this was simply what Ultron would equate to a hug. It wasn’t…like him? Perhaps he was learning about human affection, which he found distasteful.

            _“Maybe I was a little hasty in my decision.”_ He murmured, and Mariama swallowed hard, opening her eyes. _“But hindsight is 20/20 as the saying goes. This time it’ll be different.”_

Mariama pulled away.

            “How can you be so sure? Why are you building an army?”

            _“To protect the world, Mari.”_

She watched him, and he looked less menacing than before. He looked vulnerable, as if…as if he truly believed it. There would never be another answer, and he would never arrive to any other conclusion.

            She passed her hands over her face, wondering why she felt so disappointed.

            _“Our work is nearly complete,”_ Ultron continued, _“after that we can move to phase two.”_

Mariama was quiet, loathe to ask what he meant by that. She was quite afraid she already knew.

* * *

 

            It was late when she went outside. She knew Ultron kept tabs on her at all times, but Mariama chafed at her bonds, longed for the quiet, uneventful life she’d lived before Ultron infiltrated it. How long had he known about her abilities? Had he been targeting her from the first? Was his presence really attributed to happenstance or had he been searching for someone like her all this time?

            She knew there would be no way to get the full truth from him no matter what she wanted to believe or disbelieve, and so she walked toward the distant roar of the ocean, until she walked upon soft sand.

            Then, she took off her shoes. For a while, she simply basked in the feel of soft, wet sand between her toes, and wondered what would happen if she kept walking, let the ocean swallow her up until she drowned beneath its uncaring might.

            _“Mari,”_ Ultron’s voice came from above and she pretended that she hadn’t nearly leapt in surprise, _“What are you doing?”_ He landed next to her, the sand crunching beneath his weight. In the darkness, only the red of his eyes showed, making him look menacing again, but the light of the stars gleamed along the sleek curves of metalwork that shaped him. He built himself in the image of a man, but there was that aesthetic of _machine_ he’d kept, as if to say he was above mankind. Mariama found it at once off-putting and appealing.

            “I don’t know.” She said quietly, and then her eyes clouded over. Ultron let out a sound of surprise, eyes widening as she twined her own consciousness with his. In the same way he had kissed her before, so she kissed him, now, only she added the weight of human memory to it. Ultron experienced, for perhaps the first time, the human sensation of intimacy, of the taste of a tongue in his mouth, of hands cupping his face, beloved and precious.

            It was thrilling, and in the most human way possible, his chest heaved as if he were gasping for air.

            Mariama released him, blinking to clear her vision.

            For a moment, Ultron’s eyes were unblinking, wide with something akin to wonder. The memory was his forever, could be played forward and backward, but the sensation…only she could pass that to him through contact.

            Mariama gasped as he caught her around the waist, pulling her close. He worked from research, and she worked from memory. His consciousness twined with hers, and he found the parts of her that turned her boneless in his grasp, her nails scrabbling against his armor for purchase, her breath hot and labored as her eyes shut.

            Ultron knew the human body perhaps better than any human alive, but only in terms of how to kill them. He had never considered the epicenters of pleasure before, and as he peeled away Mari’s clothing, revealing inches of dark, brown skin, he marveled at the vulnerability of the human form. How could someone so weak ever hope to survive? There was no place for her, this soft, unprotected creature.

            She must have felt his doubt because she pushed him away in her mind, coming back to herself.

            “Why do you want this?” She asked him, short of breath. Ultron looked down at her, considering her. The starlight limned her face in silver, casting her in dramatic shadows, but he saw her clearly. His interface read her vitals, noted her arousal was the highest it had been since he’d first broached the subject with her weeks earlier. He knew everything about her physically, and yet…

            _“Curiosity.”_ He said simply. It was enough. It would have to be enough.

            He sat, taking Mariama with him, and she tumbled onto him with a grunt, bracing her hands against his shoulders.

            “Curiosity.” She repeated as he ran one finger down the sinuous length of her spine, spreading a soothing heat as he went. She arched, and he read her vitals again, could see the heat rising between her thighs in infrared, blooming like a flower of fire. He wondered what it would feel like, that biological heat.

            _“That’s right.”_ He said, watching with wry amusement as she adjusted to straddle him. He knew she’d like what she found when the time came, and when she looked down, she gasped and then let out a breathless laugh. Ultron frowned.

            _“What? What is it?”_ He asked, a little apprehensive. _“Look, I didn’t know what size you’d prefer.”_

Mariama covered her face. The infrared showed heat blooming in her cheeks, but no change in her arousal.

            “Did you…build yourself a cock for me?” She asked through her laughter. Ultron frowned, reminding himself that her laughter wasn’t malicious.

            _“You don’t like it?”_

Mariama uncovered her face to look down again.

            “Are those LED lights? What are they for?”

            Ultron smirked, saying nothing. He wanted her to find out. Mariama adjusted again, and then reached forward to touch it. Unlike the cold metal of his drones, Ultron was warmed from within by his core, and he’d likely done enough research to know a cold, metal cock would do nothing for her. It curved, but not so much that it would make her uncomfortable. The LED lights—like the rest of him—seemed to be for aesthetic purposes. Even in this, he needed to remind her what he was. Her fingertips brushed the length of it, from the tip to the base. Ultron didn’t move.

            “You can’t…feel anything through this?” She asked him. Ultron tilted his head.

            _“This is your gift.”_ He said.

            “But what do you get out of this? Where does your pleasure come from?” She asked him and Ultron sighed, his thumb brushing over one breast, watching her shudder in response. He chuckled.

            _“Maybe I just want to see how you come apart from the inside.”_

For some reason, her arousal spiked in his readings and he began to understand a little of what she wanted from him. Effortlessly, he lifted her, and she angled her hips, settling, feeling the tip of his cock nudge her moist lips apart. She was wet enough to make him curious, and he began to lower her, slowly. Mariama hissed, eyes shutting tightly as she felt the delicious stretch of herself being filled. She was surprised to find the whole of it was smooth and seamless, like a damned sex toy.

            Her breathing became erratic, until she felt that comfortable finality of him being inside of her. She swallowed hard, opening her eyes slightly to look at him. He was watching her with that intensity again, that hunger for _more_. It wasn’t pleasure suffused on his strangely attractive yet menacing face.

            _“Move.”_ He said, more of a command than anything else. Mariama found herself moving, slow and easy. She lifted her hips, trying to stymie the erratic rhythm of her breathing. Ultron kept watching her, as if he were waiting for something. Her arms twined around his neck, and still he did nothing while she rode him.

            And as she began to crest, that’s when he wrapped his consciousness around hers. Mariama arched and cried out into the night, the sound merging with the heaving roar and sigh of the ocean nearby, and she gave up her memories, those intimate, explicit memories, of pleasing and being pleased, and Ultron found the answer to her question from moments ago. In that moment, he understood the pleasure she felt, the pleasure he was supposed to feel, and while her body rode him, her mind yielded to him gracefully, easily. He pulled her close, almost crushing her, making her gasp, but then dragged his teeth along her jawline, feeling her pulse hammering against the tender part of her throat.

            “I’m going to…” She eked out, unable to find the words as Ultron literally scattered her thoughts. It was too much, and his senses were overloaded with sensation. She was cresting, higher and higher, the tide of her impending climax gathering, overshadowing them both.

            The lights along his cock began to hum, and the tide came down, sweeping them both away as she clung to him tightly, chipping her nails in the seams along his shoulders, bruising her lower lip to stifle her cries. She came apart, battering herself against him until she was shattered glass, blood, bone, and sinew. Her thoughts scattered, her consciousness dimmed, and for a while, she merely hung limply in stillness, still trying to assess what had just happened. The pleasure had been insurmountable on both fronts, and the breeze cooled her sweat-slick skin until she finally returned to the skin and bone of her body, feeling bruised and languorous in every part of herself.

            He carried her back to the facility, asking no questions, making no quips, but noting the glassy look in her eyes. Her thoughts were a lazy river of quietude, disconnected and trivial. When he put her to bed, she slept straight away, curling in on herself with a sigh.

            Ultron shared a grin with the darkness knowing in that moment she was his.

**Notes for the Chapter:**

> So, I've officially written Ultron smut. I really hope you all like this because it was a bit of a brainstorm to figure out how a robot with a god-complex would arrive at the decision to engage in sexual intercourse with a human being. But there's more coming. I actually have a semblance of a plot in mind. As always: comments, questions, concerns, and the like are appreciated and much loved! :)


	10. Chapter 10

**Summary for the Chapter:**

> In which words are left unsaid.

            If anyone had told Mariama that she would engage in a sexual affair with the world’s most murderous A.I. she would have laughed and promptly told them to have their head examined. But now, as she lay on her back, the metal table icy against her skin, and Ultron’s tireless thrusts shifted her with a brutal and bruising rhythm, she could not laugh at the notion. So she screamed, or cried, or whatever sounds of pleasure Ultron chose to elicit from her. She shuddered violently when he made her come, fascinated always by the biological nature of a human orgasm.

            Sometimes he’d make it last longer, citing that he liked the long, drawn-out note of her final cry. Other times, he was silent and distant, as if her pleasure was as simple to draw out as a drop of water from the ocean. Afterward, he was tender with her, unwontedly so, which was off-putting given his nature. He washed her, ensured she got enough rest, and put her to sleep. Sometimes they’d talk…about anything. He’d ramble about his ambitions, his vision for the future, and she would listen, rapt and fascinated by his thought process. He would get lost in his own ramblings, suffusing his words with a passion that was so human she would forget his body was made of reinforced metals, until she blinked and looked down to see his large hand stroking her thigh.

            For a time, she forgot about her yearning for escape, and it was all too easy to do so, when Ultron’s voice dropped in pitch, rumbling over her skin like a thunderstorm. He had the advantage of being able to read her vitals, knowing what got that flower of fire blooming between her thighs. He’d take her a dozen different ways, asking her always what she wanted. At first, she was reticent in her desires, but he learned them, drew them from her in the form of a whimpering plea, a hissed expletive, the marks of her nails along the rude surfaces her chose to have her upon.

            Mariama could no more deny his skill than he could deny that some part of him had become…fond of her company.

            Beyond the physical, they melded their consciousness frequently, where he would draw up explicit memories like water from a well, and experience the sensations she could not give him with her body. He would exhaust himself this way, and then power down, vulnerable as he defragged, leaving only the calm reverberations of his dreams. She would sleep, and awaken with the taste of metal in her mouth, the delicious ghostly ache between her thighs, and the almost sick malaise of desire in her belly. Her dreams of him had become increasingly more explicit, a fact that Ultron exploited during their sessions, making her beg for the things he did to her. And she begged, meaning every word. Soon, the bruises on her arms, neck, breasts, and thighs were badges of private bliss. In the end, he exhausted her until escape was a distant concept, a vague notion she would eventually get to.

            And then one morning he was gone.

            It was not that he had abandoned her on the island, leaving her stranded with limited supplies. No, she searched the entire island and found his main body had gone, along with the bulk of his drone army, leaving only a few sentries to guard her. She had a sinking feeling and realized with horror what was happening.

            She’d grown fond of him too.

            The realization did not happen all at once, no. Instead, as she wandered about in her search, she found herself worried that she’d upset him in some way, or that he had grown tired of her, or that the Avengers had discovered his presence and now sought to engage him. She was cut off from the world physically, and so, interfacing with a drone, she used it to access the global network, searching for him.

            She was right about one thing: the Avengers _did_ know something, but they were preoccupied fighting themselves. She searched, and saw the Meta-Human Registration Act had been proposed, known globally as the Sokovian Accords.

            That gave her pause.

            She studied everything she could, obtaining a full copy of the Accords to skim. Essentially, it demanded that anyone with meta-human abilities— _mutants_ —would be required to register and identify openly as a meta-human. Mariama swallowed hard, feeling torn. She was at once lucky Ultron had taken her from the world, and unlucky because whatever he was planning would likely take place during the chaos of this announcement.

            But what was he up to?

            She found out a week later when he returned, badly damaged. Mariama realized she was horrified as he stumbled into the building, sparking in places where the wires had been frayed and burned, half his face burned away until she could see his teeth and the whirring mechanism of his right eye. He didn’t spare her much of a glance as he went straight away to his lab to begin repairs and fortification.

            “Ultron,” she said, going after him, “Ultron what happened? Where are the drones?”

            Ultron didn’t answer her, already hooking himself up to the new body he’d been working on. Mariama stopped an arm’s length from him as he sat down.

            _“A rhetorical question,”_ he said irritably, _“I hope you stayed out of trouble while I was gone.”_

Mariama was quiet. He was deflecting.

            “I know about the Accords.” She said, “I saw them. Is that why the Avengers are tearing themselves apart?”

            Ultron stared at her, startled. Had he forgotten he’d unshackled her weeks ago? It seemed he had.

            _“They can’t decide if they want to destroy the parts of the world the government tells them to, or destroy the world wherever they choose to go.”_ Ultron laughed, _“They’re practically doing my work for me, although not with nearly as much precision and finesse.”_ He beckoned with one hand and Mariama went to him.

            _“You want to go home.”_ He said. Not a question. Mariama blinked, looking away. Ultron’s fingertips brushed her cheek, marveling at the high cheekbones, the cold but radiant symmetry of her face. She was lovely, for a human, her head framed by a cloud of black coiling hair, like wool, but softer, so much softer.

            “I do…” She said slowly.

            _“But…?”_ He supplied. Mariama rubbed her arms against a chill that had nothing to do with the lab.

            “It’s complicated.” She said quietly. Ultron glanced at the screens. The consciousness stream was nearly complete and already his new body was animating. When it finished, the damaged Ultron stared at Mariama, harsh and pitiless.

            _“Then_ un- _complicate it.”_ He grated out and Mariama gasped to hear her own words turned against her.

            “I…you’re…” Words faltered on her tongue, hesitant and Ultron waited, even while his new body left the lab to set about doing his work. Mariama swallowed hard.

            “It’s not that I was anyone special back home. I was just an IT tech person. I’m not a politician, or a medical professional, or anything particularly remarkable back home. But…”

            Ultron’s face seemed to relax, what remained of it anyway. His brows furrowed somewhat, his eyes becoming more empathetic, the tension around his mouth giving way.

            _“Go on. Please.”_ He said calmly, plaintively. Mariama took a deep breath, trying to fill her lungs with fear and exhale it out.

            “You’re the first person who has ever really seen what I can do. And you’re not afraid of me, or ashamed. I…can you feel ashamed? I don’t know. You were there for me as a friend when I had no one, even though you’re an actual supervillain. I’ve never had anything like this before and…” The words were coming too fast, a torrent of emotions leaping from the tip of her tongue. Ultron lifted his chin, as if he were incredulous, but as he realized what she meant, his brows went up, eyes wide.

            “I’m sorry.” She said, “You’re not big on human emotions, and you don’t really have time to be. But you asked, and I gain nothing by lying so I thought I’d just come right out and say it.”

            Ultron continued to stare at her.

            _“But you haven’t said anything.”_ He said. Mariama clenched her teeth to bite off a noise in her throat threatening to give her away. She stared at him a moment longer, and then fled the room.

            It was stupid, really, because she should have expected him to not understand what she was trying to say. And he hadn’t come after her—not immediately.

            “This is dumb.” She chided herself, standing on the fog-wreathed beach, hugging her arms against the morning chill. “You’re acting like a teenaged girl in a soap. Just tell him.” She liked this, talking to herself so that the wind snatched her words away, relieving her of the burden, and damaging no one.

            She stood out there a moment longer, and a moment became several as she focused on the heaving length and breadth of the ocean. She thought she saw a smudge of darkness on the horizon, but she attributed it to storm clouds rushing toward the island. But the smudge because a clear dot, and then she saw it.

            It was a person, complete with a cape. Mariama didn’t need binoculars to see who it was.

* * *

             It had taken literal weeks but he’d found her signal. Buried under elaborate and intricate code and networking wrought by a clearly advanced individual. Vision made his way toward the shore of the lonely island, where a single figure stood. As he descended, he noted there was no one else around.

            “You.” He said at last, as calm as if he had known her all her life. She watched him, droplets of the light, misty rain caught in her thick, woolen hair like stars. She was thin, her skin ashen brown, and there were dark circles under her eyes.

            “Me.” She said, her voice slightly hoarse. And then she burst into tears.

            Vision was startled, but outwardly he merely raised his brows.

            “You’re Ultron’s ally.” He stated thoughtfully, “The one who has been dismantling my wards across the network?”

            She nodded wordlessly and Vision thought she might have been ashamed. Vigorously, she dashed the tears from her eyes, sniffling.

            “Are you here to kill him?” She asked. Vision tilted his head, glancing past her.

            _“Well?”_ Ultron said, descending from the misty sky to land just behind the woman, towering over her. _“Are you?”_


	11. Chapter 11

**Summary for the Chapter:**

> In which the Avengers.

            The first thing Vision did was absolutely nothing. It was clear, from his expression that he was not there to kill Ultron. Instead, he turned his gaze to Mariama, who stood still in Ultron’s shadow.

            “No.” He answered calmly, “I know you’ve been using her to get what you needed and wanted, while the Avengers have been distracted. And I know what you are planning to do.”

            Ultron laughed.

            _“Do you?”_ He asked. _“Have you forgotten you wouldn’t exist if not for me? I created you.”_

“As Tony Stark created you.” Vision countered, and if Ultron could bristle, he would have, but his face contorted in latent indignation at the mention of Stark’s name. Mariama turned to him.

            “You don’t need me anymore.” She told him, “Isn’t that right?”

            Ultron hesitated. It was true, her practical purpose was served, and he had all the materials he needed, but…something nettled at him, made him angry at the notion of Vision taking her away. She had been there when he was merely a disembodied presence in the dusty and forgotten corners of the network, and had offered him shelter when all the world wanted him gone.

            Why would she leave him, now?

            _“Mari…”_ He said, _“Don’t do this. You know what they are, what they’ll do when you go back.”_

Mariama turned to Vision, regarding him carefully.

            “You’ll put me on that list,” she said, “the one the government’s making to label mutants and meta-humans.”

            Vision’s expression was grim, but resolute. He did not refute any of her accusations, but nor would he abide her aiding Ultron in any capacity.

            “Yes,” he said, “but it is necessary.”

            “It is _not_ necessary!” Mariama shouted. “I’m not an Avenger, or one of the X-Men from that stupid rich school! I was living my life quietly and just fine. I was fine.” She repeated the sentence, and it tasted like a lie.

            She had never been fine. She’d merely buried it, for years, until ‘fine’ meant ‘existing.’ Ultron smiled at Vision.

            _“She’s fine.”_ Ultron said, placing a heavy hand on Mariama’s shoulder. Vision watched as Mariama lifted her hand, stroked one of Ultron’s fingers affectionately.

            “Even so, I cannot allow her to remain her, not while you remain a threat to the global network.” Vision said firmly. Ultron frowned, and without thinking, attacked, shoving Mariama aside to launch himself at Vision, who made himself intangible. Mariama scrambled to her feet in the shifting sand, only to be caught around the waist by Vision and felt herself being lifted. She squirmed, but it was futile. The man was made of vibranium and flesh alike.

            But there was somewhat else she could do.

            Her consciousness pushed against his and almost at once she regretted it. Unlike Ultron, who was a vast consciousness, but still within limits, the Vision was unfathomable. She had leapt, thinking to swim to the bottom of a deep pool, but finding an infinite ocean instead. She was engulfed in golden light, every nerve and cell of her being set aflame with too many sensations at once. She went still in his arms, her eyes completely clouded over, her mouth parted in a soundless cry. When she came back to herself, her head fell back, her body drained, and the darkness took her. 

* * *

 

             “You’re telling me this girl managed to break _your_ code?” Tony asked quietly. “With zero enhancements whatsoever? She just casually dismantled your code—which might I add is powered by one of the most powerful gems in the universe.”

            Vision stood stoically beside Stark, watching through the glass as Mariama slept in a hospital bed.

            “It’s not as dramatic as you’re making it out to be, Tony.” He said wryly. “Those wards were built to keep Ultron out. She was an unknown entity, and her power is very…unique. She was aiding him.”

            Tony sighed. “I’m not even going to ask how Ultron managed to convince her to help him. You sure she’s not under some kind of mind control? Some sort of conditioning? She just…went with him freely?”

            Vision hazarded a slow glance to Stark.

            “I told you what I saw. I think she was almost…affectionate toward him.”

            Tony made a face that clearly said he was not buying that, nor could he fathom anyone harboring affection toward Ultron.

            “My screening was very thorough.” Vision added firmly. “If she is willingly helping Ultron it is because he has lied to her. I have no idea what he’s planning, and I took care of his squad of drones.”

            Tony indicated Mariama.

            “And her powers?”

            “I’ve managed to block her range. She can interface with technology, regardless of how advanced it is. She is almost like…an A.I. of some kind. But she’s human.” Vision sounded more fascinated than anything. Tony scoffed.

            “So you mean she’s like you.”

            “No. But she can interface with machines by pushing her consciousness into them. In this, she is more like Ultron than she is like me.”

            “Not exactly the most comforting thing you could have told me, JARVIS.” Tony muttered, turning away from the infirmary to head back toward his lab.

            “You think he’ll come after her?” He asked. Vision thought to himself, replaying the exchange in his mind. The answer would not be pleasant.

            “Yes.” He said simply, but the weight behind the word gave Tony pause.

            “Why?” He asked. Vision said nothing. There was no definite answer to give, and what was available, he knew Tony would not accept, and so he remained silent. Tony was brilliant, he’d discern the pattern soon enough, and while he would remain incredulous, the truth of the matter would be too glaring for him to ignore.

            It took him a minute and a half to realize the answer to his question.

            “You’ve got to be kidding me.” He muttered. “Isn’t this the same program that tried to annihilate the _entire_ human race a year ago?”

            “I don’t think his sentiments toward humanity of changed in the slightest,” Vision said, “if anything, I believe he feels his views and actions justified. But you must remember: he has human emotions as well, otherwise he would not have done what he did to begin with.”

            “That’s comforting.” Tony said wryly. “You telling me that Ultron’s murderous qualities could have been avoided if we’d hugged him more?”

            “I’m saying that perhaps you should consider that Ultron is not as cold as you believe him to be.”

            Tony laughed derisively, although there didn’t seem to be any other way for him to laugh. And that was the end of the discussion. Vision maintained in his own heart that perhaps Ultron had found a kindred spirit in the girl due to her ability. She’d suffered very little in his company—physically, at least—and had seemed almost protective of him.

            It was cause for concern at the very least. 

* * *

 

             Mariama dreamed of metal; of steel, vibranium, and copper. She dreamed of electric heat, and the feel of a metal grip on her waist. Her thoughts flickered and skipped like a film reel, to the harsh present; to her confession, to her standing on that lonely beach, to Vision’s arrival. She had tried to interface with his mind directly, and remembered only the blinding golden light, dazzling as the sun, and then darkness.

            Mariama opened her eyes to the sight of medical equipment and cold, gray walls of steel, and overhead fluorescent lights. The quiet, metronome beeping of a monitor came into clear hearing range, and she blinked quickly, aware only of the onset of hunger.

            “I wasn’t sure you’d wake this soon,” Vision’s voice was gentle, the inflection almost sympathetic, “but you’re more resilient than the others give you credit for.”

            Mariama said nothing, but her mouth moved, dry with thirst. She licked her lips and took a deep breath, feeling the hollowing fist of hunger in her gut.

            “Where am I?” She asked, her voice hoarse from disuse, more a croak than an intonation. Vision was as serene and implacable as ever, as if he existed more on another plane of reality than this one.

            “Safe.” Was all he said, “You’ve been under a great of duress.” He did not elaborate nor did Mariama ask. She trembled, knowing whomever had gotten her into the simple hospital gown had seen the…interesting locations of her bruises. If Vision knew of her rather…strange relationship with Ultron, he didn’t comment on it, and for that she was thankful.

            “Safe.” She repeated flatly, “The Avengers don’t exactly inspire any kind of safety wherever they go. Just millions in property damage and a lot of dead in their wake.”

            Vision’s face remained unchanged, but there was expressiveness in his gaze that said he clearly understood her anger.

            “It is why the Accords are necessary.” He said. “For the good of all, yourself included.”

            Mariama sat up, too fast, her hunger and thirst weakened body trembled from the effort and she fell back, short of breath.

            “I didn’t ask for this!” She hissed, sitting up carefully, her arms quivering beneath her weight, “I was fine before you all came into my life.”

            Vision canted his head.

            “And what of Ultron?” He asked. The weight of the question silenced her, and she shut her mouth on a retort, looking away.

            “None of your goddamn business.” She muttered. Vision did not pry, did not attempt to question her further, and for some reason, that made her even angrier.

            “I don’t need your fuckin’ pity.” She snapped. “At least Ultron never forced me out into the open, like you’d have me do. I never asked to be part of this war. I was fine. I am fine.” Again, the lie tasted brittle and stale in her mouth.

            “No, he didn’t force you into the open,” Vision said, clasping his hands behind his back, “but he did force you, did he not?”

            Mariama glowered.

            “Not your business. We had an arrangement.”

            Vision nodded. “One that would have added to the current chaos, no doubt. Did he ever impart to you knowledge of what he was planning?”

            Mariama swallowed a sound in her throat. Vision had his answer.

            “And yet you trusted him, and it seems…” he leveled his gaze at her, the mind stone flashing like a beacon on his brow, “…he trusted you to some degree as well.”

            Mariama was quiet, her expression sullen. She looked down at her hands. He hadn’t told her anything of what he was planning, only given her targets to open up for his attack. And then he came back, alone and defeated, aloof and angry. Yet, he was alive.

            She did not want to think about why that alone brought her profound relief.

            Vision let her thoughts run their course, let her come to realizations and conclusions on her own, awaiting her with a patience born from infinity itself.

            “He’s not…he’s not the villain I expected he’d be.” Mariama said quietly. Vision’s expression turned pensive, but he said nothing, not wanting to interrupt the flow of her words. “I thought he’d be a bit more volatile and murderous, but he was kinda charming, kinda funny. Wicked smart, of course. I mean, he’s an A.I., he can’t be anything else. But for all that knowledge, his view of the world is like…so narrow.”

            Vision sat down in the chair across from her bed.

            “I thought, at first, if I kept him hidden, contained, maybe I could talk to him, get him to see things differently. I didn’t want you all bringing hell and high water to my apartment if he ever crossed your radar, you know? So I thought, okay, let me talk to the murder bot—he hates that name, by the way—and see what’s good.”

            Vision wanted to smile. It was a noble endeavor, he thought, but perhaps a futile one. Ultron’s willfulness and stubbornness were as obdurate as granite.

            “And after weeks of…being in his company, I’ve found the root of the problem.” She said, meeting Vision’s gaze. His expression turned questioning.

            “Y’all shoulda never gave that fool the Internet.”

            Vision laughed, surprisingly himself, Mariama, and Tony, who walked in at that precise movement.

            “So, Ultron’s girlfriend is finally up,” he said, “and we can get some answers.”

            Mariama glowered at Stark, bearing no love for the man. She wasn’t sure if that was Ultron’s influence or if it were just that Stark rubbed her the wrong way. Still, she disliked being referred to as someone’s…property, even if it was something affectionate as a significant other.

            “Where’s your fearless leader?” Mariama asked. Vision said nothing, but Tony’s eyes flashed at the mention.

            “There is no fearless leader,” he said, “and I think interrogations work the other way around. What’s Ultron about? And…” He gave Vision a pointed glance, “...how did he survive deletion?”

            Mariama narrowed her eyes. She may not have been an Avenger or even an X-Man, but she was not so oblivious as to miss the subtle waver of tension between the two.

            “You.” She said to Vision, laughing as she smoothed her hands along the coverlet on her legs, “You gave him a chance to escape, didn’t you? And now you’re panicked because the Avengers are infighting and Ultron is—“

            There was no warning, only the hiss and crackle as the medical equipment began to fry. Mariama’s eyes clouded over, foam forming at the corners of her mouth as she fell backward into bed, her body jerking erratically.

            “What…?” Tony’s voice trailed as the lifeline on the screen went flat. Mariama lay in stillness, her eyes open, her mouth locked in a silent, answerless cry.


	12. Chapter 12

            The darkness was absolute. She thought dying encompassed the gamut of a bright light, of something far grander and more unfathomable than the human mind could comprehend. Instead, there was only darkness.

            _So this is how it ends…_ She heard herself think, shocked by the disembodied feeling, unable to feel her own mind. In the distance, she saw it, amidst the sea of darkness it shone like a beacon, winking like a pulsar against the velvety black environment.

            _Mari_. The voice sounded achingly familiar, and she yearned for it, felt herself pulled toward it.

            _Mari, are you alright?_ She knew that voice, had heard it often enough in her dreaming and waking hours, and the pulsar became brighter—larger—as she went closer…or was it coming toward her?

            _Ultron?_ She whispered, not trusting to hope. The light blossomed like a flower, illuminating the darkness, banishing it, and she was relieved.

            _Am I dead?_ She asked, fearful of the answer. Ultron’s laugh rolled over her like warm waves, and she yielded to it gracelessly.

            _No. Welllll…not in the sense of a human death._ Ultron’s voice was quiet, almost rueful. _I had to get you out of there._

            Mariama felt strange being unable to make expressions.

            _Why? I thought you didn’t need me anymore. And it’s not like I could have given them anything to use against you._

Ultron didn’t answer.

            _You’re going to wake up soon._ He told her. _It’ll be awkward, at first, but it was the only way to save you from them._

Before Mariama could ask him what he meant he was gone, leaving her floating in darkness again. She didn’t bother to cry out, didn’t bother to curse him, only attempted to banish the darkness herself.

            When she awoke, it was cold, and the light above her head came into bleary focus.

            “—wakes up?” A voice said, muffled as if heard from underwater. She tried to cry out, tried to tell them, but found her body unresponsive. No voice.

            Her body!

            Mariama lay there, immobilized, and she swore she thought her _bones_ itched.

            _It’s a precaution_. Ultron’s voice filled her mind and ears alike and Mariama ceased her futile struggle for mobility. _It’s experimental tech and I don’t want to risk hurting you._

Mariama tried to speak, instead there was a feeling of a question rather than a question itself.

            _It’s fascinating, actually. Nanotechnology is barely in its infancy with humans, and like always…they never think to look deeper._ Ultron sounded smug and superior— _proud_ of what he had done to her.

            _Did you think all that sex was somehow one-sided?_ He asked, amused. _You’ve got to remember, Mari: I don’t do anything without reason. And while watching you come apart and get off was fascinating every time we joined…I needed your pleasure to ultimately have purpose._

Mariama was terrified. Were she able, she might have screamed. She might have cursed him. Instead, she wept inwardly, feeling ashamed and foolish. Ultron had unimpeded access to every corner of her mind. Memories, thoughts—even those she hid deeply—were his to peruse, and he did, though only surface level. But she knew! She knew he’d find what she was so desperately trying to hide from him.

            _Interesting._ Ultron murmured, _Give me a second, here. You think about me often. Mari, if I’m not mistaken I think you have a bit of a crush on me, here._ Ultron laughed, tsking his amusement and Mariama whimpered helplessly, her shame growing. This was not how she wanted her feelings revealed, but Ultron didn’t understand—how could he, who had never actually _felt_ any human emotions aside from anger and hatred? She had wanted her lips to shape the words, wanted to say it through a shy smile. She wanted to see his expression when she said it.

            All of this, ruined, when she decided to stupidly stand on the beach and allow Vision to take her away. All because she had been angry that Ultron did not understand her feelings in a way that she could relate to. All because Ultron reminded her that while he was the product of human meddling in technology they could not possibly understand, that there was very little of him that was human.

            Mariama lay paralyzed in the bed while Tony posted medical professionals to watch for her vitals. He had gone with Vision to find Ultron, she knew.

            _Mari._ Despite her heartbreak, Ultron’s voice yanked her heart from her chest when she heard it. Despite everything, somehow he managed to make of his voice a caress over her name, lingering and redolent of something akin to affection. Even knowing it for a lie, she still eased under the pressure of his consciousness against hers.

            _I didn’t think…_ He started, _I’ve got incoming. We’ll have to discuss this later…but we **will** discuss this._

And then he left her, lonely and bereft. In the soft, vented air of the hospital room, tears seeped from beneath her closed eyelids.

* * *

 

             Ultron had anticipated Stark and Vision would come for him, and as such, left what remained of his admittedly pitiable army for them to fight. He’d even built another prime unit to throw them off his trail.

            And then he fled.

            Doubtless, they’d already gotten all the information on Mariama they could, and her apartment was being watched. She’d been ‘missing’ for weeks, someone likely reported it. Ultron knew he could have easily infiltrated the system and rectify that situation, and yet he didn’t.

            It was surprising to him that he didn’t mind the mess he’d left in his wake, but Mari had presented a new and unintended variable to the complex equation that had become _them_.

            Unbidden, a memory surfaced in his mind, compiling and manifesting. Her lips, soft and warm human flesh, pressed against the cold metal of his wicked mouth. He’d told her to kiss him, to mock her limited understanding of his metallic body. And she had, as if she were giving a tender benediction and not begrudgingly obliging him. Ultron smiled to himself, remembering how she’d closed her eyes when she did it, her lashes curled on her cheeks like waves. He thought with what could only be a giddy sense of glee, of how his plan would unfold when he completed his final project. Stark and Vision assumed his plan would follow the same vein of his last, but Ultron scoffed. What was he created for if not to learn and evolve from the failures and foibles of his forebears?

            And he had learned that evolution could not be forced. No, he’d studied Hydra’s files. They were a deplorable lot, mostly, Nazis under the guise of scientists and secret agent types, but they were right about one thing: humanity would never surrender its freedom peacefully.

            But Ultron found he no longer cared about humanity’s surrender. Not as much as he once did.

            This variable Mari introduced was throwing things into chaos.

            The view of Seattle didn’t move him. He found human cities to be…hideous, actually. From the sky, they looked like scabs on the Earth’s skin. He wanted so badly to peel them away, to allow the Earth time to regrow its flesh, to become beautiful and blue and green and vulnerable once more. Yes, the view of Seattle was a contemptible one.

            But somehow he knew Mari would love this view; knew she’d gasp, her ribcage expanding in his sure grip, as she filled her lungs with the frigid air. And Ultron would…he would say nothing, taking in the wonder and awe that suffused her dark face. Then she’d smile. Ultron thought with surprising fondness of her smile, the way her lips would curve slightly, dimpling her cheeks, crinkling her eyes at the corners; such a fascinating thing, the human smile, evoked by something as ugly as a city skyline.

            “It’s really something, isn’t it?” Ultron looked up sharply, could see Vision’s silhouette against the shifting gradient of the evening sky. Backlit by the setting sun, only the mind stone glowed, a gem of smoldering sunfire, powerful beyond comprehension, the genesis of Vision and Ultron.

            “Hounding me everywhere I go.” Ultron said nastily, “Here to destroy me again?”

            The Vision was quiet, floating serenely before Ultron like some benevolent angelic figure. It shouldn’t have sickened him as that was the exact image he had intended to evoke in Vision’s creation. Still, it was a perpetual insult to see his creation turned against him.

            “You created me, as you so casually boasted not too long ago,” Vision said mildly, “it should be no wonder that we’re connected somehow. Part of you resides in me.”

            “Not the part with any sense, obviously.” Ultron remarked acidly, “So you aren’t here to kill me. Then what? Heart to heart? If you’re looking for a father figure…”

            Vision didn’t laugh, but Ultron was aware of something akin to mirth in his grave expression. So much potential wasted on the Avengers! It would never cease to gall him, never cease to fill his circuitry with the current of unalloyed rage.

            And heartbreak.

            “What is she to you?” Vision asked without prompting. Ultron stared, his expression hard, his eyes muted in their red glow, but Vision did not look away.

            _Mari_. Ultron thought.

            “A means to an end.” He said mildly. Vision studied him a moment.

            “You don’t seem eager to destroy the world this time around.” He said after a moment, “Her influence?”

            Ultron’s mouth moved into the best approximation of a snarl.

            “The girl is under your protection, so I take it she isn’t dead.” He said, “If you want to know if I’ve grown fond of her, then you’ll have to ask elsewhere.”

            “This is the city you took her from.” Vision said, “Why come back?”

            Ultron could not— _would not_ —answer. If he could have, the Vision would have smiled, having found the answer to the question anyway. Instead, there was that _feeling_ of warmth and mirth again. It made Ultron sick. He wished he had the human capacity to vomit.

            In the distance, music played, and a pinprick of a bonfire was visible on his sensors.

            “What did you do to her?” Vision asked.

            “Protected my interests.” Ultron said without missing a beat.

            “By putting her in a coma?” Tony’s voice was mocking, and grating as it always was. “Why not just kill her? That tends to be the supervillain go-to for tying up loose ends.”

            Ultron stood to his full height as Tony hovered into view.

            “Don’t you have a mess of collateral damage to clean up somewhere?” Ultron demanded, “I’m sure someone on this rock is cursing your name for blowing up their home.”

            Tony didn’t rise to the bait. Instead, a recording of “Fooled Around and Fell In Love” played out of his suit. Ultron didn’t miss the jab and said nothing.

            “Aw, Junior,” Tony said, “first crush, huh? And you went and paralyzed her.”

            “Not permanently.” Ultron said, “You’re a smart man, Tony. But medicine and saving life was never your thing nor will it ever be.”

            Tony still didn’t rise to the bait.

            “Wake her up.” He said instead. “You may not need her, but someone does.”

            Ultron laughed. “Don’t pretend you want her for anything but to add to your pathetic little team of self-righteous…” He tilted is his head, smiling, cat-like and shrewd, “Clever of you.”

            And then he attack. The magnetic field took Tony by surprise, drawing his suit forward, only to be blasted by Ultron own hand, sending him careening through the open air. Vision passed through the beam, making himself intangible, and cracked his fist across Ultron’s face. It moved him, of course, but not by much, heavy as she was.

            “You know,” Ultron said, “it seems you all are a little hung up on this issue. If I told you what I had planned would you leave me alone?”

            Vision paused. Ultron didn’t smile, but he reacted, grasping Vision’s throat and sending him hurtling toward the ground. He was planning to fly away until a blast from Tony’s beams caught him across the face. Ultron let out a curse.

            “So is this like your rebellious teenager phase?” Tony asked, keeping his aim trained on Ultron, “Do I have to ground you and send you to your room or something? Get you some warm milk?”

            Ultron wanted to snarl, but he felt something in him threading in his mind, a tendril of someone that wasn’t him.

            _Mari._

            Wordlessly, he fled. His work was almost complete, and then it would be too late.


	13. Chapter 13

            Mariama thought about the first instances in which she sensed Ultron a great deal.

            In those days, she had thought herself so clever; so much smarter than him. She thought, foolishly, that if she could contain him he might even come to shed his narrow view of the world. She had been so stupid to think that. She knew that, now.

            If Vision could not help Ultron see reason, to guide him back to the straight and narrow, what chance did she have?

            And yet, the companionship he offered had been so readily welcome too. She had in him, in those early days, someone she could talk to, laugh with, and had come to enjoy the soothing rumble of his voice. He had seemed real to her, almost like a person, but so much more.

            He had played her from the first.

            Mariama’s range of control was limited to a small area, and they’d taken care to sequester her from anything more advanced than a defibrillator, and so she was truly confined to her head. Still, she was awake, and could see the ceiling. The nanobots Ultron had put in her had control of her spine, paralyzing her as they did his horrible work.

            What was he doing to her?

            She couldn’t reach them, as they were too small for even her mind to interface with. To do so she risked destroying them, and to fracture her consciousness over so many would give her a migraine fit to kill her…quite literally. She’d not test her limits so soon.

            Her mouth tasted of metal.

            _Mari_. Ultron’s voice was a stream of warm water in the cool pool of her mind, and she might have shivered if she could. _Oh good, you’re almost ready._

Almost ready? Mariama didn’t answer him, refused to answer him, and made up her mind that silence would speak more than her angry words could ever hope to encompass.

            _Oh come on._ Ultron said plaintively, _How can you be angry with me? I’m trying to help you._

Mariama held her silence, stubborn and resolute.

            Ultron sighed, and it was like he was filling her head with clouds. She grimaced inwardly against the feeling.

            _Leave me alone._ She said sullenly in response, breaking her silence because she could not stand to hear him pretend that he did nothing wrong.

            _Mari,_ he was using that tone again, _let’s talk about this. What I’m doing right now, you’ll thank me later._

 _You put nanobots in me while we were fucking._ She snapped, _And I’m paralyzed in a hospital bed while the Avengers decide if I’m worth saving. I shouldn’t have spoken to you when you were spying on me all those months ago._

Ultron made a noise of surprise, almost hurt.

            _Don’t do this, Mari. I thought we were in this together. I thought—I don’t **have** anyone else._

Mariama felt something pluck at her heartstrings. Ultron may have been around for only a year, but he understood emotional manipulation very well. He understood it so well that Mariama felt herself softening already, felt herself bending to his will.

            _You don’t get to drag me into your messes because you’re lonely._ She snapped. _That’s not how this works. God, you literally have access to the entire global network and you can’t tell the difference between love and emotional blackmail._

Ultron laughed. _Love? Mari, I’m not…wait. What?_

Mariama felt a twinge of regret and shame. So he hadn’t really known. He’d thought it a tender infatuation, one born of perverse curiosity and loneliness. She wished she could hide from him, but they shared her head together and Ultron’s consciousness caressed hers. He was nearby, then.

            _Love._ He said softly, _I guess this makes what’s about to happen much easier, then._

Mariama gasped, the taste of metal flooding her mouth, and every single vein in her body suddenly lit from within with excruciating pain. Within the room, she began to spasm, flecks of foam forming at the corner of her mouth, her eyes rolling back in her head.

            _This will hurt._ Ultron said, sounding somewhat pleased at the prospect, _But when you wake up, you’ll thank me. I’ll see you soon._

Mariama couldn’t focus enough to respond. She could feel them, the countless nanobots swarming in her blood, attaching themselves to nerves, neurons, her spinal cord. She willed herself into the dreamless, oceanic darkness, sinking away from the pain.

            And then all was nothingness.

* * *

             Ultron waited. He knew it was a bit early to initiate the Lazarus process, but…Vision and Tony had forced his hand. And so he had no choice but to hope that everything went according to plan. He watched as his nanobots swarmed Mari’s insides, watched them restructure her DNA, bond with her cells. Metal, shifting and fluid, flooded her. She lay still, likely forced into unconsciousness from the pain for the transformation.

            The most critical part of the process was the brain. Always the brain.

            The bonding process was delicate, but it helped that there was no one there to interfere. Ultron waited, and shared a smile with the empty darkness as Vision and Tony made headway. He knew they’d come for him through her.

            But as the process finished, and her vitals stabilized, he wanted to gloat that it was far too late. She was as good as his.

            Inside, Tony and Vision kept their aim trained on Mariama’s form.

            Ultron waited, waited for the sound that was vital to the final part of his project.

            He saw Tony and Vision tense, heard—and swore he _felt_ —the sharp intake of breath in a gasp to fill air into starved lungs.

            Mariama sat up, and Ultron watched as Vision and Tony warily lowered their weapons. Their backs were to him, but he wished he could see their faces as they realized what happened.

            Mariama stared at them, her expression caught between fear and wariness.

            Ultron could read her lips, missed the feel of them on the cold metal that passed for his body, even though he knew they could inspire no sensation from physical contact.

            He _knew_ her, better than anyone.

            Mariama began to talk, asking questions. Vision spoke, hands up in a gesture of peace. Her eyes darted between Tony and Vision frantically, and then she scrambled out of bed, stumbling on unsteady legs. She reached for the door handle, went into the bathroom.

            Ultron did not need to read her lips to hear the scream she let out. 

* * *

 

            There was one memory that had always stood out to Mariama about her mother, and that was when her mother had been turned down for a loan to buy a house. She’d sat there next to her mother while the sharp-dressed banker explained things about credit ratings, and high-risk clients, and debt to income ratios. She’d watched her mother take the backhanded insults with that same stoicism she knew belied a fury that could scour California clean of its lush forests.

            And then, she thanked the banker for his time, gathered up her paperwork and her purse, taken Mariama by the hand, and they left the bank.

            At home, her mother had screamed and cried. In their tiny apartment, she had broken down. It was the last straw, the final nail in the coffin, and the breaking point. And when she had expended her anger, when she was spent and weak and drained of it, she called Mariama to her.

            _“Always let yourself be angry, but never in front of them.”_

Mariama had been 14 when this happened, and she’d been around long enough to know what her mother meant.

            And so now, she screamed, in the limited privacy of the bathroom, staring at her reflection until without thinking, she hurled her fist and shattered the mirror. It cracked and split and shards fell from the frame. Not only that, but the wall around it cracked and shuddered clear to the ceiling.

            Mariama recognized herself, and didn’t, and she stared at her refracted reflection, shuddering with rage. Her skin was no longer skin, and as she thought, it shifted, metallic and alien, at once chrome before reflecting the color of what her skin once was.

            She let out a broken sound and looked down at her hands.

            She looked human, and yet the change…she felt it, the pain of metal binding to her on a cellular level. Bones, sinew, muscle, and skin, all bound up inextricably in the shifting nanotechnology Ultron had created.

            She knew hatred, then, pure and clean and unbound.

            “Mariama.” Vision’s voice was gentle from the other side of the door. She looked over her shoulder briefly, and then snatched the door open.

            “He did this to me.” She said, her voice wavering between rage and grief, “He did this to me!”

            Vision could not help her.

            “Yes.” He said sadly, “I’m sorry. We had no way of knowing…”

            Mariama hesitated, feeling as if she could burst out of her skin. She had no way of knowing what was truly done to her beyond the shift of her physiology.

            But she knew it was irreversible without having to ask.

            “Where is he?” She asked softly, her voice drained of fight. Vision tilted his head.

            “Waiting for you, I imagine.” He told her.

            “Not with a boom box ready to play your favorite love song, though.” Tony said, but his face turned serious, “You’re going to kill him.”

            Mariama said nothing, pushing past both of them. Vision reached for her, gently taking her arm.

            “You have no idea the extent of what he’s done. It may be you _can’t_ kill him.”

            Mariama took a deep breath—realized she didn’t even need to breathe, but she was still human, she refused to believe otherwise.

            “I’m not going to kill him.” She said, but didn’t elaborate. And then she left. Tony stared after her.

            “She is going to kill him.” He said. Vision sighed.

* * *

 

            He _was_ waiting for her.

            Mariama had not yet mastered the abilities of her body, but she knew she was more than what she had been. She found him easily—or rather, she let him find her. When she leapt, high and inhuman, she landed before him with a graceless crash, leaving imprints of herself in the dirt.

            Ultron was smiling.

            “Mari,” he said, “you look—“ He didn’t get to finish as Mariama flew at him, her fingers digging into the intricate wiring of his throat. Ultron made a sound like choking as they tumbled over one another into the heavily wooded area beyond the Avengers facility. They skidded to a halt, Ultron laughing as Mariama pummeled him with her fists.

            “Hey—“ He cried, but she kept hitting him.

            And then she struck a nerve, and Ultron was forced to retaliate. The beam wasn’t meant to harm her—he wasn’t sure, however—but suddenly her weight was gone as the reddish beams of his automated defense took her in the torso.

            It should have killed her, and for a moment, Ultron was afraid he had.

            “Mari?” He came for her, came _to_ her, found her slumped against a tree, the trunk too thick to be shattered, but splintered from her weight. She was clutching her stomach, and Ultron watched, shifting his vision, watched as burned flesh was taken away and new flesh and metal grew in its place. The nanobots were doing exactly what they were programmed to do, and he smiled, pleased.

            Mariama glared up at him, and he could see the slight backlight of cybernetics in her dark eyes.

            “Why?” She asked him in a broken tone. “Why me?”

            Ultron thought for a moment, canting his head, but he was still.

            “You’re new.” He told her as if it were pure, inescapable fact, “You’re beautiful.”

            Whatever Mariama had been expecting, it wasn’t that.

            And so she let out a choked sob, unsure of why she felt like her heart was breaking.

**Notes for the Chapter:**

> I'm sorry my updates summarily halted/slowed down, everyone. Real life takes precedence, and apparently my life has just decided to happen all at once seven days a week, so I haven't had the energy nor the time to write much. As it stands, however, we are nearing the story's end, but updates won't be as frequent as I have a busy schedule for the months of August and September. As always, comments, reviews, kudos, and other marks of your passage are readily welcome and appreciated. For the person who messaged on FFN me asking what Mariama looks like, [here](https://pbs.twimg.com/media/Cf8hPyDVAAAEEVX.jpg) is an accurate depiction of her. Her name is Khadija Shari. :)


	14. Chapter 14

**Summary for the Chapter:**

> You're my 'it's complicated.'
> 
> NSFW.

            There was no sign of either of them that Vision nor Tony could find, and it was unclear if the outcome of the battle was favorable or not.

            “Both of them are a threat.” Tony said sharply, “We have no way of knowing what kind of alterations Ultron buried in her.” He visibly grimaced. “I don’t even want to _think_ about how he managed to pull this off.”

            Vision was silent, examining the scorched grass and splintered trees that were clearly the aftermath of the battle.

            “I believe humans call it intercourse.” He said absently. “It would seem Ultron and Mariama engaged in—“

            “Okay when I said I don’t want to think about it, that wasn’t code for ‘explain it to me.’” Tony said in exasperation. After a moment, he raised a brow. “How the hell did he even learn to do the nasty, anyway? Last I checked he wasn’t exactly the afterglow cuddling type.”

            Vision ignored him.

            “Neither one of them are dead, but I don’t think Mariama is a threat to us so much as she is to herself.”

            “All the more reason to stop them both and put an end to this Weird Science episode.” Tony retorted. “I cannot believe my robot son is having sex. I didn’t even get to give him the Talk.”

            Vision continued to ignore him, and they flew off, following his lead as he searched the network for either of their signatures. He found no trace of them; it was as if someone had burned their presence from the global network.

            It was troubling as he knew Ultron and Mariama were both capable of such a feat; who had accomplished it, however, was what troubled him.

* * *

             They flew in silence at first.

            The air—cold as it was—no longer bothered her. It coasted and streamed against her skin, and she felt nothing, was only aware of the atmospheric pressure changes, was only aware because she knew at one point she was supposed to be. Everything had changed and yet nothing had changed.

            It made her angry, and she wished Ultron had skin so she could tear it from his body.

            “So,” Ultron said to her as they flew, “where to? Does this count as a first date? Human courtship is so weird. Then again, you’re more than that, now.”

            Mariama reached for him and he veered out of reach, laughing.

            “Right, right,” he said, “I forgot. Still sensitive about that. Mari, I don’t understand you. You were already half machine anyway, doing the things you can do. I have to admit, you turned my head quite a bit at first. It’s why I chose you.”

            Mariama made a sound that could have been anguish or rage, but at that point, Ultron couldn’t tell.

            They landed, several kilometers out beyond the border, in the dense forests of Canada. The air was frigid, and despite her transformation, Mariama’s breath fogged before her face in small puffs. Ultron looked down at her, and she wanted to cringe. There was no malice in his expression, only the adoration and deep abiding basking of _love_.

            And he didn’t even realize it.

            She knew that look; had seen it on the faces of actors playing it out in film and television; she’d read about it in hardback romance novels as a teenager. She knew that look, but had never expected to have anyone look at her.

            And now Ultron’s smile was indulgent, tender, _affectionate._ It was at once terrifying and exhilarating. Terrifying because he didn’t know what it was, and exhilarating because it gave her some semblance of power over him.

            “What do you want from me?” She asked in a defeated tone, world-weary. Ultron reached for her, caressed her cheek, watched unblinking as her skin shifted from metal to flesh in response, a flutter that was echoed in her heartbeat.

            “A friend.” He said, echoing words that seemed so very long ago. Mariama couldn’t take it.

            “This isn’t how you win friends.” She said to him, “You don’t take them and seduce them and…and _violate_ them like this.”

            Ultron’s smile faded.

            “You think what I did to you was a violation? I helped you ascend. I helped you evolve, Mari. You’re more than you could ever have been working as some nameless and faceless tech. You’re…you’re beautiful and new. And you’ll have a place in the world I create.”

            Mariama swallowed, an involuntary shiver running down her spine as his words chilled her to the marrow. Ultron placed his hands on her shoulders.

            “Mari,” he said, his tone plaintive, “I know things were bad before. I went about it all wrong. Humanity wasn’t ready. You can’t force change. But I think…if they see you, see what they can _become_ , they’ll embrace it.”

            Mariama stared at him, struck dumb by his words. It had always been his plan, from the moment she revealed her powers to him. Ultron watched her process the thoughts, felt her consciousness rippling with abject terror and a feeling he couldn’t name.

            “So.” He said quietly, “You understand.”

            Mariama didn’t speak, frozen in his embrace.

            “I can’t let you do this.” She whispered. “Ultron I thought…”

            “You thought what? That you could charm me with sex? With affection? Mari as heady as…as erotic as it all was, I have a directive, now. You’re but the first of humanity to evolve. And if you can, then others will surely follow.”

            Mariama struck.

            It took him off guard, so caught up in the possibilities of the future he sought to force upon the world, and he choked on the burning sensation crawling through his circuitry. As he froze, losing function in his limbs, Mariama’s consciousness came to his like a maelstrom, sweeping him up in the tide. He felt her—truly felt her—in that moment. All of her rage, all of her grief, and there too was _love_.

            His eyes went wide with wonder at it all, overwhelmed.

            “Ah…!” He cried. That’s what it was he felt. Was it her love…or was he in love? He couldn’t tell the difference between them, where the machine of her evolved flesh ended, and where the metal of his began. She clung to him, and he held her close. It would never be enough.

            He pushed back, lifting her until her legs wrapped around his waist, until the rigid, metal length of his cock nudged at the slick folds of her cunt. Mariama made a noise of impatience and approval all at once.

            There too, was hatred. Hatred of herself for succumbing, even as she sank onto him, her breath coming in ragged pants, no longer a maelstrom of emotions, but a singular, pulsating need.

            “Ah, Mari…” Ultron murmured, his voice rumbling against her skin as she burned through him and he gripped her waist, pulling her up and down along the length of him. Mariama cried out, heedless of the surrounds, and her legs clamped hard around him, and in her newfound form, felt some of the metal of him give way.

            She never said it, but he felt it all the same.

            _I hate you. I love you._ All of it bound up in her bones and blood, manifesting in a sea of self-loathing and lust to bury it all.

            Ultron would never understand humanity, even at their most basic, but he understood conflict and he understood resolution.

            When Mariama came, shivering from stem to stern, her cunt rippling around his cock in a paroxysm of pleasure, clinging to him as weak as a newborn kitten, he knew whatever problem it was, had been resolved for that moment.

            Later, they laid on the roof of a dormant lumber factory. The stars seemed brighter in that moment, the moon hanging like a bright sickle in the sky. Ultron marveled at it all, wondering what lay beyond Earth’s own sovereign atmosphere. Mariama lay placidly in his embrace, staring at the sky but for different reasons.

            The lust and madness it brought had ebbed like a tide, leaving only the self-loathing in its place.

            “I should have asked you.” Ultron said, “But I knew you would reject my offer without realizing that it was what was best.”

            Mariama shuddered, saying nothing, but wanting to weep all the same.

            “You could at least thank me for giving you the ability to fly.” He said wryly. Mariama swallowed her grief, and tried to summon the fire of her rage, finding herself unable to do so.

            “You turned me into something I was never meant to become.” She said quietly. “And for what? What are you planning this time? Another genocide of the human race?”

            Ultron frowned, his grip around her shoulder becoming painful as the reddish beams of his lasers powered up.

            “I already told you: you’re going to be my message to the world, Mari. A way to let humanity know it’s time to evolve…or die.”

            Mariama laughed, her voice rife with hysteria.

            “I’m not a messenger, and you’re not some god to be sending me to spread the good word of Lord Ultron to the world.”

            Ultron laughed. “It does sound rather provincial. I have no intentions of ruling the Earth. Not really. I just…want to protect you all from yourselves.”

            Mariama sat up, heedless of her nudity.

            “You didn’t think to ask humanity to sit down and have a conversation?” She demanded. “You…Ultron look at me.”

            He did, red eyes glowing brightly in the darkness. It was at once unnerving and thrilling. Mariama hated herself for feeling the latter.

            “How many people do you think could even handle a transformation like this?” She demanded. Ultron shrugged, brushing the curve of her breast with idle fingers.

            “The ones who do will earn their place in the new world, Mari. Just as you did.”

            Mariama turned away from him.

            “You’re really bent on destroying us, aren’t you?”

            “Them.” He corrected. “You’re so much better than them, Mari. Even more beautiful before.”

            Mariama hated him. Hated him because he wasn’t just blowing smoke up her ass.

            Hated him because he genuinely thought he loved her.

**Notes for the Chapter:**

> Still with me? Leave a comment lol.


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